Exhibit 4.1 


EXECUTION VERSION


 


 


BMO COMMERCIAL MORTGAGE SECURITIES LLC,

Depositor,


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

Master Servicer,


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

Special Servicer,


Park
bridge lender services llc,

Operating Advisor and Asset Representations Reviewer,


Computershare
Trust Company, National Association,

Certificate Administrator,


and


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

Trustee


	POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2022


 


BMO 2022-C3 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2022-C3


 


 




    	 



    


    


	Article I
 
 DEFINITIONS
	Section 1.01	Defined Terms	8
	Section 1.02	Certain Calculations	138
	Section 1.03	Certain Constructions	143
	 	 	 
	Article II
 
 CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	144
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	151
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	153
	Section 2.04	Representations and Warranties of the Depositor	171
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	173
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	175
	Section 2.07	Representations and Warranties of the Trustee	177
	Section 2.08	Representations and Warranties of the Certificate Administrator	179
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	180
	Section 2.10	Representations, Warranties and Covenants of the Asset Representations Reviewer	182
	Section 2.11	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	184
	Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	185
	Section 2.13	Bare Trust	186
	 	 	 
	Article III
 
 ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	186
	Section 3.02	Liability of the Master Servicer and the Special Servicer	201
	Section 3.03	Collection of Certain Mortgage Loan Payments	201
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	203
	Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account	206
	Section 3.05A         	Whole Loan Custodial Account	212
	Section 3.06	Permitted Withdrawals From the Collection Account	214
	Section 3.06A.	Permitted Withdrawals From the Whole Loan Custodial Account	222
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	227






    	 	- i -	 



    


    


	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	229
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	234
	Section 3.10	Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	241
	Section 3.11	Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files	249
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	250
	Section 3.13	Compensating Interest Payments	259
	Section 3.14	Application of Penalty Charges and Modification Fees	261
	Section 3.15	Access to Certain Documentation	262
	Section 3.16	Title and Management of REO Properties	264
	Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	268
	Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	277
	Section 3.19	Lock-Box Accounts, Escrow Accounts	278
	Section 3.20	Property Advances	278
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	283
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	288
	Section 3.23	Interest Reserve Account	290
	Section 3.24	Modifications, Waivers, Amendments and Other Actions	290
	Section 3.25	Additional Obligations With Respect to Certain Mortgage Loans	296
	Section 3.26	Certain Matters Relating to the Outside Serviced Mortgage Loans	296
	Section 3.27	Additional Matters Regarding Advance Reimbursement	297
	Section 3.28	Serviced Companion Loan Intercreditor Matters	299
	Section 3.29	Appointment and Duties of the Operating Advisor	302
	Section 3.30	Rating Agency Confirmation	309
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	312
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	312
	Section 3.33	Litigation Control	313
	Section 3.34            	Resignation Upon Prohibited Risk Retention Affiliation	317
	 	 	 
	Article IV
 
 DISTRIBUTIONS TO CERTIFICATEHOLDERS	 
	 	 
	Section 4.01	Distributions	318
	Section 4.02	Statements to Certificateholders and Uncertificated VRR Interest Owner; Certain Reports by the Master Servicer and the Special Servicer	333
	Section 4.03	Compliance With Withholding Requirements	355
	Section 4.04	REMIC Compliance	356
	Section 4.05	Imposition of Tax on the Trust REMICs	358






    	 	- ii -	 



    


    

	Section 4.06	Remittances; P&I Advances	360
	Section 4.07	Grantor Trust Reporting	366
	Section 4.08	Calculations	367
	Section 4.09	Secure Data Room	368
	 	 	 
	Article V
 
 THE CERTIFICATES
	 
	Section 5.01	The Certificates	369
	Section 5.02	Form and Registration	370
	Section 5.03	Registration of Transfer and Exchange of Certificates	375
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	385
	Section 5.05	Persons Deemed Owners	385
	Section 5.06	Appointment of Paying Agent	386
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	386
	Section 5.08	Actions of Certificateholders	387
	Section 5.09	Authenticating Agent	388
	Section 5.10	Appointment of Custodian	389
	Section 5.11	Maintenance of Office or Agency	390
	Section 5.12	Voting Procedures	390
	 	 	 
	Article VI
 
 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor, THE Asset Representations Reviewer and the 

Controlling Class Representative
	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	391
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	392
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	393
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	394
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	397
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	398
	Section 6.07	Rating Agency Fees	398
	Section 6.08            	Termination of the Special Servicer	398
	Section 6.09	The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Party	405
	 	 	 
	Article VII
 
 DEFAULT
	 
	Section 7.01	Servicer Termination Events	416






    	 	- iii -	 



    


    

	Section 7.02	Trustee to Act; Appointment of Successor	422
	Section 7.03	Notification to Certificateholders	424
	Section 7.04	Other Remedies of Trustee	424
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	425
	Section 7.06	Termination of the Operating Advisor	426
	 	 	 
	Article VIII
 
 CONCERNING THE TRUSTEE and The Certificate Administrator
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	429
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	433
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	436
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	438
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	438
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	441
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	442
	Section 8.08	Successor Trustee or Successor Certificate Administrator	444
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	445
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	445
	Section 8.11	Access to Certain Information	446
	 	 	 
	Article IX
 
 TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	448
	 	 	 
	Article X
 
 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent of the Parties; Reasonableness	453
	Section 10.02	Succession; Sub-Servicers; Subcontractors.	454
	Section 10.03	Filing Obligations	457
	Section 10.04	Form 10-D and Form ABS-EE Filings.	458
	Section 10.05	Form 10-K Filings.	462
	Section 10.06          	Sarbanes-Oxley Certification	466
	Section 10.07	Form 8-K Filings	466
	Section 10.08	Annual Compliance Statements	469
	Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	470
	Section 10.10	Annual Independent Public Accountants’ Servicing Report	472
	Section 10.11	Significant Obligors	473






    	 	- iv -	 



    


    

	Section 10.12	Indemnification	474
	Section 10.13	Amendments	477
	Section 10.14	Regulation AB Notices	477
	Section 10.15	Termination of the Certificate Administrator	478
	Section 10.16	Termination of the Master Servicer or the Special Servicer	478
	Section 10.17	Termination of Sub-Servicing Agreements	478
	Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	479
	Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	481
	 	 	 
	Article XI
 
 ASSET REVIEW PROVISIONS
	 
	Section 11.01	Asset Review	482
	Section 11.02	Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	489
	Section 11.03	Resignation of the Asset Representations Reviewer	490
	Section 11.04	Restrictions of the Asset Representations Reviewer	491
	Section 11.05	Termination of the Asset Representations Reviewer	491
	 	 	 
	Article XII
 
 MISCELLANEOUS PROVISIONS
	 
	Section 12.01	Counterparts	494
	Section 12.02          	Limitation on Rights of Certificateholders	495
	Section 12.03	Governing Law	496
	Section 12.04	Notices	496
	Section 12.05	Severability of Provisions	508
	Section 12.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	508
	Section 12.07	Amendment	510
	Section 12.08	Confirmation of Intent	514
	Section 12.09	Third-Party Beneficiaries	514
	Section 12.10	Request by Certificateholders or the Serviced Companion Loan Holder	515
	Section 12.11	Waiver of Jury Trial	515
	Section 12.12	Submission to Jurisdiction	515
	Section 12.13	Exchange Act Rule 17g-5 Procedures	516
	Section 12.14	Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements	522
	Section 12.15	Electronic Signatures.	522
	Section 12.16	PNC Bank, National Association	523




 




    	 	- v -	 



    


    

 


	 

    TABLE OF
    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 A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class C Certificate
	Exhibit A-11	Form of Class X-D Certificate
	Exhibit A-12	Form of Class X-E Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F-RR Certificate
	Exhibit A-16	Form of Class G-RR Certificate
	Exhibit A-17	Form of Class J-RR Certificate
	Exhibit A-18	Form of Class K-RR Certificate
	Exhibit A-19	Form of Class R Certificate
	Exhibit A-20	Form of Class S Certificate1
	Exhibit A-21                     	Form of Class VRR Certificate2
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A
    Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A
    Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S
    Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Certificate
    Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Global Certificate



 





 



1    To be issued only if the
Trust Fund includes ARD Mortgage Loans on the Closing Date.


2    No Class VRR Certificates
will be issued under this Agreement.



    	 	- vi -	 



    


    

 


	Exhibit K	Form of Transfer Certificate for Non-Book
    Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A)
    and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form of Transferor Letter for Transfer of Class R
    Certificates
	Exhibit L-2B	Form of Transferor Letter for Transfer of Non-Book
    Entry Certificates (other than Public Certificates)
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit L-5A	Form of Transferee Certificate for Transfer of Uncertificated
    VRR Interest
	Exhibit L-5B	Form of Transferee Certificate for Transfer of Class
    VRR Certificates
	Exhibit L-5C	Form of Transferee Certificate for Transfer of the
    HRR Interest
	Exhibit L-6A	Form of Transferor Certificate for Transfer of Uncertificated
    VRR Interest
	Exhibit L-6B	Form of Transferor Certificate for Transfer of Class
    VRR Certificates
	Exhibit L-6C	Form of Transferor Certificate for Transfer of the
    HRR Interest
	Exhibit M-1A	Form of Investor Certification for Non-Borrower
    Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification for Non-Borrower
    Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower Party
    (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1D	Form of Investor Certification for Borrower Party
    (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention Consultation
    Party and/or the Uncertificated VRR Interest Owner)
	Exhibit M-1E	Form of Investor Certification for Borrower Party
    (for a Risk Retention Consultation Party or an Uncertificated VRR Interest Owner)
	Exhibit M-1F	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1G	Form of Notice of Excluded Controlling Class Holder
    to Certificate Administrator
	Exhibit M-1H                   	Form of Certification of the Controlling Class Representative
	Exhibit M-1I	Form of Certification of a Risk Retention Consultation
    Party
	Exhibit M-2A	Form of Investor Certification for Exercising Voting
    Rights or Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising Voting
    Rights or Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit M-5	Form of NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment
    of Compliance




    	 	- vii -	 



    


    

 


	Exhibit P	[RESERVED]
	Exhibit Q	Retained Defeasance Rights and Obligations Mortgage
    Loans
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W-1	Form of Additional Disclosure Notification
	Exhibit W-2	Form of Additional Disclosure Notification (Accounts)
	Exhibit W-3	Form of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor
    by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor
    by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor
    by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor
    by the Operating Advisor
	Exhibit Y-5	Form of Certification to be Provided to Depositor
    by the Custodian
	Exhibit Y-6	Form of Certification to be Provided to Depositor
    by the Trustee
	Exhibit Y-7	Form of Certification to be Provided to Depositor
    by the Asset Representations Reviewer
	Exhibit Y-8	Form of Certification to be Provided to Depositor
    by a Sub-Servicer
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1                   	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-SB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the
    Excess Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the
    Excess Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan
	Exhibit EE	[RESERVED]
	Exhibit FF-1	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Park West Village, 3455 Veterans Hwy and A&R Hospitality Portfolio)
	Exhibit FF-2	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Yorkshire & Lexington Towers)
	Exhibit FF-3	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Icon One Daytona)
	Exhibit FF-4	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Bell Works)
	Exhibit FF-5	Form of Notice Regarding Outside Serviced Mortgage
    Loan (111 River Street)




    	 	- viii -	 



    


    

 


	Exhibit FF-6	Form of Notice Regarding Outside Serviced
    Mortgage Loan (469 7th Avenue, Wells Fargo Center Tampa, La Habra Marketplace, Central States Industrial Portfolio, Lakeshore Marketplace,
    Art Ovation Hotel) [TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]
	Exhibit GG	Specified Mortgage Loans
	Exhibit HH	Form of Asset Review Report
	Exhibit II	Form of Asset Review Report Summary
	Exhibit JJ	Asset Review Procedures
	Exhibit KK	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of [Additional Delinquent Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit MM                     	Form of Certificate Administrator Receipt in Respect
    of Risk Retention Certificates
	Exhibit NN	Initial Serviced Companion Loan Holders




    	 	- ix -	 



    


    

Pooling and Servicing Agreement,
dated as of October 1, 2022, among BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Computershare Trust Company, National Association, as Trustee.


PRELIMINARY STATEMENT:


(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


The Depositor intends to
sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with the Uncertificated
VRR Interest, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As
provided herein, the Certificate Administrator will elect that two segregated portions of the Trust Fund (other than any VRR Specific
Grantor Trust Assets and any Class S Specific Grantor Trust Assets) be treated for federal income tax purposes as two separate REMICs
(designated as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively). In addition,
the Certificate Administrator will make a separate REMIC election (designated as the “Icon One Daytona REMIC”) with
respect to the Icon One Daytona Mortgage Loan, and the corresponding interests in any REO Property with respect thereto and the proceeds
thereof for federal income tax purposes as described in the Icon One Daytona REMIC Declaration.


In addition, the parties
intend that the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust
Assets will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income tax purposes,
the Uncertificated VRR Interest shall represent undivided beneficial interests in any VRR Specific Grantor Trust Assets, and the Class S
Certificates shall represent undivided beneficial interests in any Class S Specific Grantor Trust Assets. However, because the Trust
Fund will not include ARD Mortgage Loans as of the Closing Date, there will not be any VRR Specific Grantor Trust Assets or Class S Specific
Grantor Trust Assets, and no Excess Interest Distribution Account will be established. Accordingly, there will not be a Grantor Trust
and all references in this Agreement to “Grantor Trust” shall be disregarded.


LOAN REMIC


On August 17, 2022, 3650
REIT formed the Icon One Daytona REMIC with respect to the Icon One Daytona Mortgage Loan and other related assets, which issued a class
of uncertificated regular interests (60% of which is referred to herein as the “Icon One Daytona REMIC Regular Interest”
or the “Loan REMIC Regular Interest”) and a single uncertificated residual interest (the “Icon One Daytona
REMIC Residual Interest” or the “Loan REMIC Residual Interest”). The Icon One Daytona REMIC Regular Interest
has a principal balance of $15,000,000 as of the Cut-off Date and for tax reporting purposes will be entitled to principal and interest
and any other amounts payable on the Icon One Daytona Mortgage Loan.




    	 	- 1 -	 



     


    



The Loan REMIC Regular
Interest will be held by the Trustee as an asset of the Lower-Tier REMIC. The Class R Certificates will represent a beneficial interest
in the Loan REMIC Residual Interest.


 


LOWER-TIER
REMIC


The Lower-Tier REMIC
will hold the Loan REMIC Regular Interest and, except for the Icon One Daytona Mortgage Loan, the Mortgage Loans (exclusive of any Excess
Interest) and will issue (i) 16 classes of uncertificated Lower-Tier Regular Interests (designated as the Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB, Class LC,
Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR, Class LK-RR and Class LVRR Lower-Tier Regular Interests, respectively),
each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier
Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will be evidenced
by the Class R Certificates.


The following table sets
forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance of, each Lower-Tier Regular
Interest:


	Designation
    of Lower-Tier Regular Interest
	Interest
    Rate
	Original
    Lower-Tier 

Principal Balance

	Class LA-1	(1)	$	7,733,000	 
	Class LA-2	(1)	$	98,048,000	 
	Class LA-3	(1)	$	13,327,000	 
	Class LA-4	(1)	$	151,000,000	 
	Class LA-5	(1)	$	216,694,000	 
	Class LA-SB	(1)	$	11,207,000	 
	Class LA-S	(1)	$	65,808,000	 
	Class LB	(1)	$	32,905,000	 
	Class LC	(1)	$	31,125,000	 
	Class LD	(1)	$	19,565,000	 
	Class LE	(1)	$	15,118,000	 
	Class LF-RR	(1)	$	8,893,000	 
	Class LG-RR	(1)	$	7,114,000	 
	Class LJ-RR	(1)	$	7,115,000	 
	Class LK-RR	(1)	$	25,790,184	 
	Class LVRR	(1)	$	15,260,762	 





 






(1)                 Each
Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time.


The Lower-Tier Residual
Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance
Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account after all distributions deemed made
on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect
of the Lower-Tier Residual Interest.




    	 	- 2 -	 



     


    

UPPER-TIER
REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR and Class K-RR Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier
REMIC, (ii) the Uncertificated VRR Interest, which will be a class of “regular interests” in the Upper-Tier REMIC,
(iii) the Class X-A, Class X-D and Class X-E Certificates, each class of which evidences one or more classes of “regular
interests” in the Upper-Tier REMIC, and (iv) the Upper-Tier Residual Interest, which will be the sole class of “residual
interests” in the Upper-Tier REMIC and will also be evidenced by the Class R Certificates.


The following table sets
forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the Class X-A, Class
X-D and Class X-E Certificates, original Notional Amount, as applicable, for each Class of Regular Certificates and the original Uncertificated
VRR Interest Balance for the Uncertificated VRR Interest:


	Class Designation
	Approximate
    Initial Pass-Through Rate (per annum)
	Original
    Certificate 

Balance / Original 

Notional Amount

	Class A-1	5.43000%	$	7,733,000	 
	Class A-2	5.50400%	$	98,048,000	 
	Class A-3	5.45800%	$	13,327,000	 
	Class A-4	5.04910%	$	151,000,000	 
	Class A-5	5.31260%	$	216,694,000	 
	Class A-SB	5.50400%	$	11,207,000	 
	Class X-A(1)	0.22359%	$	498,009,000	 
	Class A-S	5.50400%	$	65,808,000	 
	Class B	5.50400%	$	32,905,000	 
	Class C	5.50400%	$	31,125,000	 
	Class X-D(1)	3.00400%	$	19,565,000	 
	Class X-E(1)	3.00400%	$	15,118,000	 
	Class D	2.50000%	$	19,565,000	 
	Class E	2.50000%	$	15,118,000	 
	Class F-RR	5.50400%	$	8,893,000	 
	Class G-RR	5.50400%	$	7,114,000	 
	Class J-RR	5.50400%	$	7,115,000	 
	Class K-RR	5.50400%	$	25,790,184	 
	Uncertificated VRR Interest	(2)	$	15,260,762	 





 






(1)       The Class X-A,
Class X-D and Class X-E Certificates will not have Certificate Balances; rather, each such Class of Certificates will accrue
interest as provided herein on the related Notional Amount.


 


(2)       Other
than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through Rate, but will be entitled to interest on
any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date as set forth




    	 	- 3 -	 



     


    

in Section 4.01(c). For tax reporting
purposes, the Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from time to time.


The Upper-Tier Residual
Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield
Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions
under this Agreement have been made with respect to the Regular Certificates and the Uncertificated VRR Interest, will be distributed
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


The following table sets
forth, with respect to each Class of Principal Balance Certificates and with respect to the Uncertificated VRR Interest, the corresponding
Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and the corresponding component
of the Class X Certificates (the “Corresponding Component”). Each Class of Principal Balance Certificates constitutes
the “Corresponding Certificates” with respect to each of the Corresponding Lower-Tier Regular Interest and the
Corresponding Component (if any) for that Class. The Uncertificated VRR Interest is deemed to be the “Corresponding Certificate”
with respect to the Class LVRR Lower-Tier Regular Interest.


	Class Designation
	Corresponding
    Lower-Tier Regular Interest(1)
	Corresponding
    Component(1)

	Class A-1	Class LA-1	Class A-1
	Class A-2	Class LA-2	Class A-2
	Class A-3	Class LA-3	Class A-3
	Class A-4	Class LA-4	Class A-4
	Class A-5	Class LA-5	Class A-5
	Class A-SB	Class LA-SB	Class A-SB
	Class A-S	Class LA-S	N/A
	Class B	Class LB	N/A
	Class C	Class LC	N/A
	Class D	Class LD	Class D
	Class E	Class LE	Class E
	Class F-RR	Class
    LF-RR	N/A
	Class G-RR	Class
    LG-RR	N/A
	Class J-RR	Class
    LJ-RR	N/A
	Class K-RR	Class
    LK-RR	N/A
	Uncertificated VRR Interest	Class LVRR	N/A





 






(1)       The
Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect to any Class of Non-Vertically
Retained Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect
to each other.


GRANTOR TRUST


The portions of the Trust
Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets shall be treated as a grantor trust
under subpart E, part




    	 	- 4 -	 



     


    

I of subchapter J of the Code for federal income
tax purposes. The Uncertificated VRR Interest shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of any VRR Specific Grantor Trust Assets and (if issued) the Class S Certificates shall represent undivided beneficial interests in the
portion of the Grantor Trust consisting of any Class S Specific Grantor Trust Assets. As provided herein, the Certificate Administrator
shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be
treated as part of either Trust REMIC. However, because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there
will not be any VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Excess Interest Distribution Account
will be established. Accordingly, there will not be a Grantor Trust and all references in this Agreement to “Grantor Trust”
shall be disregarded.


WHOLE LOANS


The following table (the
“Whole Loan Table”) identifies, by loan number for the related Mortgage Loan and name of the related Mortgaged Property
or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule), each of the Whole Loans related to the
Trust as of the Closing Date, and further, with respect to each such Whole Loan, sets forth or otherwise identifies as of the Closing
Date: (1) whether the subject Whole Loan is a Serviced Whole Loan, an Outside Serviced Whole Loan or a Servicing Shift Whole Loan; (2)
in the case of an Outside Serviced Whole Loan, the applicable Outside Servicing Agreement; (3) the date of the related Co-Lender Agreement;
and (4) the Note(s) that evidences or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu
Companion Loan(s) and (c) any related Subordinate Companion Loan(s).


	
    Loan No. for related
    Mortgage Loan
	
    Name of related Mortgaged
    Property or Portfolio of Mortgaged Properties
	
    Servicing Type
	
    Outside Servicing
    Agreement
	
    Date of Co-Lender
    Agreement
	
    Mortgage Loan
	
    Pari Passu Companion
    Loan(s)
	
    Subordinate Companion
    Loan(s)

	1	Park West Village	Outside Serviced	BBCMS 2022-C17 PSA	August 3, 2022	
    Note A-4 Note A-9

    Note A-10

     
	
    Note A-1

    Note A-2

    Note A-3

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-11

    Note A-12
	
    Note B-A

    Note B-B

	2	Kingston Square Apartments	Serviced	N/A	August 25, 2022	
    Note A-1

    Note A-2
	
    Note A-3

    Note A-4
	N/A
	3	Yorkshire & Lexington Towers	Outside Serviced	CGCMT 2022-GC48 PSA	May 12, 2022	Note A-1, Note A-16	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 A-11

	Note B-1


Note B-2






    	 	- 5 -	 



     


    

 


	
    Loan No. for related
    Mortgage Loan
	
    Name of related Mortgaged
    Property or Portfolio of Mortgaged Properties
	
    Servicing Type
	
    Outside Servicing
    Agreement
	
    Date of Co-Lender
    Agreement
	
    Mortgage Loan
	
    Pari Passu Companion
    Loan(s)
	
    Subordinate Companion
    Loan(s)

							
    

    Note A-12

    Note A-13

    Note A-14

    Note A-15

    Note A-17

    Note A-18
	
    

	4	Phoenix Industrial Portfolio IX	Serviced	N/A	October 7, 2022	Note A-1	
    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6
	N/A
	8	469 7th Avenue	Servicing Shift(1)	N/A(2)	August 30, 2022	Note A-2	
    Note A-1

    Note A-3

    Note A-4

    Note A-5

    Note A-6
	N/A
	9	Wells Fargo Center Tampa	Servicing Shift(3)	N/A(2)	October 3, 2022	Note A-2	Note A-1	N/A
	10	Saks Fulfillment Center	Serviced	N/A	August 2, 2022	
    Note A-1

    Note A-4

     
	
    Note A-2

    Note A-3

    Note A-5
	N/A
	16	La Habra Marketplace	Servicing Shift(4)	N/A(2)	October 7, 2022	
    Note A-1-A

    Note A-2-B
	
    Note A-1-B

    Note A-2-A

    Note A-2-C

    Note A-3-A

    Note A-3-B

    Note A-3-C
	N/A
	17	Central States Industrial Portfolio	Servicing Shift(5)	N/A(2)	October 7, 2022	Note A-1	
    Note A-2

    Note A-3

    Note A-4
	N/A
	19	Icon One Daytona	Outside Serviced	3650R 2021-PF1 PSA	October 7, 2022	
    Note A-2

    Note A-3
	
    Note A-1

    Note A-4
	N/A
	20	Lakeshore Marketplace	Servicing Shift(6)	N/A(2)	October 7, 2022	Note A-1	Note A-2	N/A
	22	Bell Works	Outside Serviced	Benchmark 2022-B35 PSA	June 16, 2022	Note A-8	
    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-6

    Note A-7

    Note A-9

    Note A-10

    Note A-11
	N/A
	23	111 River Street	Outside Serviced	BMO 2022-C1 PSA	February 1, 2022	Note A-3	
    Note A-1

    Note A-2

    Note A-4

    Note A-5
	Note B




    	 	- 6 -	 



     


    

 


	
    Loan No. for related
    Mortgage Loan
	
    Name of related Mortgaged
    Property or Portfolio of Mortgaged Properties
	
    Servicing Type
	
    Outside Servicing
    Agreement
	
    Date of Co-Lender
    Agreement
	
    Mortgage Loan
	
    Pari Passu Companion
    Loan(s)
	
    Subordinate Companion
    Loan(s)

	24	Art Ovation Hotel	Servicing Shift(7)	N/A(2)	October 7, 2022	Note A-1	
    Note A-2

    Note A-3

    Note A-4
	N/A
	25	3455 Veterans Hwy	Outside Serviced	BBCMS 2022-C17 PSA	July 29, 2022	A-2	A-1	N/A
	30	A&R Hospitality Portfolio	Outside Serviced	BBCMS 2022-C17 PSA	August 4, 2022	Note A-3(B)	
    Note A-1

    Note A-2

    Note A-3(A)

     
	N/A





 






	(1)	The related Servicing Shift
Lead Note is Note A-1.
	(2)	As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to this Agreement. On and after
the related Servicing Shift Date, a Servicing Shift Whole Loan will be an Outside Serviced Whole Loan serviced pursuant to the Outside
Servicing Agreement governing the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead
Note.
	(3)	The related Servicing Shift
Lead Note is Note A-1.
	(4)	The related Servicing Shift
Lead Note is Note A-1-B.
	(5)	The related Servicing Shift
Lead Note is Note A-2.
	(6)	The related Servicing Shift
Lead Note is Note A-2.
	(7)	The related Servicing Shift
Lead Note is Note A-3.






 


 


CREDIT RISK
RETENTION


BMO will be the “retaining
sponsor” (as such term is defined in Regulation RR) for the securitization transaction constituted by the securitization of the
Mortgage Pool and the issuance of the Certificates and the Uncertificated VRR Interest.


On the Closing Date, pursuant
to the BMO Mortgage Loan Purchase Agreement, as partial consideration for the Mortgage Loans that BMO is transferring to the Depositor,
BMO will receive an “eligible vertical interest” (as such term is defined in Regulation RR) in the form of the Uncertificated
VRR Interest with an initial principal balance of $15,260,762.


On the Closing Date, the
Third Party Purchaser is purchasing from the Initial Purchasers for cash the Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates.
The Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates that the Third Party Purchaser is purchasing are collectively referred
to in this Agreement as the “HRR Interest”.


* * * * *


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $726,702,946.




    	 	- 7 -	 



     


    

In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee agree as follows:


Article
I



DEFINITIONS


Section 1.01          
Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


“10-K Filing
Deadline”: As defined in Section 10.05 of this Agreement.


“30/360 Basis”:
The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.


“3650R 2021-PF1
PSA”: The Pooling and Servicing Agreement, dated as of November 1, 2021, between 3650 REIT Commercial Mortgage Securities II
LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services
LLC, as operating advisor and asset representations reviewer, as the same may be amended from time to time in accordance with the terms
thereof, pursuant to which the 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1
were issued.


“3650 REIT”:
3650 Real Estate Investment Trust 2 LLC, a Delaware limited liability company, and its successors in interest.


“3650 REIT Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between 3650 REIT and the
Depositor.


“3650 REIT Mortgage
Loans”: The Mortgage Loans (or portions thereof) transferred by 3650 REIT to the Depositor and/or the Trust pursuant to the
3650 REIT Mortgage Loan Purchase Agreement and this Agreement.


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


“AB Whole Loan”:
A Whole Loan that includes a Subordinate Companion Loan. The only AB Whole Loans related to the Trust as of the Closing Date are those
with related Notes listed in the Whole Loan Table under the column heading “Subordinate Companion Loan(s).”




    	 	- 8 -	 



     


    

“Accelerated Mezzanine
Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under a Mortgage Loan
or Whole Loan) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure proceedings against the equity
collateral pledged to secure that mezzanine loan.


“Acceptable Insurance
Default”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan), any Default arising when the related Loan Documents
require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising
from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and
with the consent of the applicable Directing Holder and after non-binding consultation with any applicable Consulting Parties pursuant
to Section 6.09), that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not
commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged
Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such
insurance is not available at any rate; provided, however, that the applicable Directing Holder shall be required to respond
to the Special Servicer’s request for such consent (or be deemed to have provided such consent) within the time period in Section 6.09(a)
with respect to Acceptable Insurance Defaults; 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 applicable Consulting
Parties, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent consistent
with the Servicing Standard, may rely on the opinion of an insurance consultant.


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate
applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately
prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and
any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.


“Act”
or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.


“Actual/360 Basis”:
The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period in a year assumed to
consist of 360 days.


“Actual/360 Mortgage
Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


“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.




    	 	- 9 -	 



     


    

“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 to this Agreement as Exhibit W.


“Additional Form 10-D
Disclosure”: As defined in Section 10.04 of this Agreement.


“Additional Form 10-K
Disclosure”: As defined in Section 10.05 of this Agreement.


“Additional Information”:
As defined in Section 4.02(a) of this Agreement.


“Additional Servicer”:
Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan
Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer, each Outside Special Servicer and each
Person, other than the Special Servicer or the Certificate Administrator, who is not an Affiliate of the Master Servicer, the Certificate
Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of the Underwriters who Services 10% or more of the Mortgage
Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


“Additional Servicing
Compensation”: As defined in Section 3.12(a) of this Agreement.


“Additional Special
Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


“Additional Trust
Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained
in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage
Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal, state
and local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses that are expressly
designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related
or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection
from a Mortgagor.


“Administrative
Cost Rate”: As of any date of determination, with respect to any Mortgage Loan, a rate equal to the sum of the Servicing Fee
Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual Property
Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate.


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




    	 	- 10 -	 



     


    

“Advance Interest
Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master
Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date on which
such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of interest previously
paid on such Advance; provided, however, that with respect to any P&I Advance made prior to the expiration of the related
grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I Advance shall accrue only
from and after the expiration of such grace period (or, if there is no grace period, from and after the related Due Date) and only if
the subject Mortgage Loan is then still delinquent; and provided, further, that interest at the Advance Rate shall not accrue
on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination Date and prior to
2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.


“Advance Rate”:
A per annum rate equal to the Prime Rate, compounded annually (and, solely with respect to the Master Servicer, subject to a floor
rate of 2.0% per annum).


“Affected Loan(s)”:
As defined in Section 2.03(a) of this Agreement.


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person;
provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate” means, with
respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person
or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in 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. Upon reasonable request of
the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s
Certificate of the Master Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


“Affirmative Asset
Review Vote”: As defined in Section 11.01(a).


“Aggregate Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of the following (without duplication):


(a)       the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties 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
Loan Holders) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without duplication):


(i)         Monthly
Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related




    	 	- 11 -	 



     


    

Mortgagors in respect of a Mortgage Loan,
that are due on a Due Date (without regard to grace periods) that occurs after the related Determination Date;


(ii)        payments
(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds,
Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent to the related
Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s applicable interest in any
related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


(iii)       amounts
payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)
of this Agreement;


(iv)       Yield
Maintenance Charges on the Mortgage Loans;


(v)        Excess
Interest on the ARD Mortgage Loan(s);


(vi)       Penalty
Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


(vii)      all
amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and


(viii)     with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest Reserve
Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year (unless such
Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage
Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs
at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are on deposit in the Collection Account;


(b)       if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount
allocable to the Mortgage Loans transferred from any REO Account or Whole Loan Custodial Account to the Collection Account for the subject
Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and (ii) all remittances
received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property in the month of the subject
Distribution Date, in each case to the extent that such transfer is made or such remittances are received, as the case may be, by the
close of business on the Business Day immediately preceding the related Master Servicer Remittance Date;


(c)       the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to
the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with




    	 	- 12 -	 



     


    

respect to the Mortgage Loans for the
subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations Reviewer Ongoing Fee and Operating
Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such Compensating Interest Payments or P&I
Advances are made, to the extent not already deducted from Aggregate Available Funds pursuant to clause (a)(iii) of this definition);


(d)      the
aggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation
Proceeds Reserve Account for distribution on the subject Distribution Date; and


(e)       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), commencing in 2023, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement.


Notwithstanding the investment
of funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07 of this
Agreement, for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit in
such account.


“Aggregate Principal
Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts:


(A)      the
Scheduled Principal Distribution Amount for such Distribution Date; and


(B)      the
Unscheduled Principal Distribution Amount for such Distribution Date;


provided that the Aggregate Principal
Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (i) Nonrecoverable
Advances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing Agreement),
together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections on
the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included
in the Aggregate Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were
paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal
collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided
that, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage
Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including
any successor REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the
Distribution Date related to the Collection Period in which such recovery occurs).


The principal component of
the amounts set forth above shall be determined in accordance with Section 1.02 hereof.




    	 	- 13 -	 



     


    

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


“A.M. Best”:
A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence, “A.M. Best”
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 and the
Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably
determined by the Depositor) of the party so designated.


“Ancillary Fees”:
With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and
other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application
fees and defeasance fees) actually received from the related Mortgagor.


“Anticipated Repayment
Date” or “ARD”: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage Loan commences
accruing interest at its Revised Rate.


“Anticipated Termination
Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c)
of this Agreement.


“Applicable Co-sponsors”:
With respect to the Park West Village Mortgage Loan, BMO and SMC.


“Applicable Laws”:
As defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively, of this Agreement.


“Applicable Monthly
Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including any such
Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided, however,
that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Trustee, notwithstanding
the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less the Servicing Fee Rate and, if applicable,
shall be exclusive of Excess Interest; and provided, further, that for purposes of determining the amount of any P&I
Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to Section 3.24
of this Agreement or pursuant to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar
proceeding involving the related Mortgagor.


“Applicable DBRS
Morningstar Permitted Investment Rating”: (A) In the case of any investments with maturities of 30 days or less, the short-term
obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or the long-term
obligations (or, if applicable, deposit accounts) of which are rated at least “A” by DBRS Morningstar, (B) in the case of
any investments with maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit
accounts) of which are rated at




    	 	- 14 -	 



     


    

least “R-1 (middle)” by DBRS Morningstar
or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA(low)” by DBRS Morningstar,
(C) in the case of any investments with maturities of six months or less, but more than three months, the short-term obligations (or,
if applicable, deposit accounts) of which are rated in the highest short-term rating category by DBRS Morningstar or the long-term obligations
(or, if applicable, deposit accounts) of which are rated at least “AA” by DBRS Morningstar, and (D) in the case of any investments
with maturities of 365 days or less, but more than six months, the short-term obligations (or, if applicable, deposit accounts) of which
are rated in the highest short-term rating category by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts)
of which are rated “AAA” by DBRS Morningstar.


“Applicable Fitch
Permitted Investment Rating”: (A) in the case of any investments with maturities of thirty (30) days or less, the short-term
obligations of which are rated at least “F1” by Fitch or the long-term 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 obligations
of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA,
and (B) in the case of such investments with maturities of more than 90 days but less than 365 days, the short-term obligations of which
are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA.


“Applicable Moody’s
Permitted Investment Rating”: In the case of any 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 S&P
Permitted Investment Rating”: (A) In the case of such investments with maturities of sixty (60) days or less, the short
term obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities
of 365 days or less, but more than sixty (60) days, the short term obligations of which are rated at least “A-1”
by S&P, if the long term obligations of which are rated at least “AA-” by S&P.


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as to which an
Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount equal to the excess,
if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Whole Loan) as of the last day of the related
Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property
or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced




    	 	- 15 -	 



     


    

by the Master Servicer as a Property Advance
(or, if such Property Advance would be a Nonrecoverable Advance, paid by the Master Servicer out of the Collection Account as an expense
of the Trust Fund)) or (2) an internal valuation performed by the Special Servicer with respect to any Serviced Mortgage Loan (considering
any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance of less than
$2,000,000 (provided that the Special Servicer may, in its sole discretion in accordance with the Servicing Standard, obtain Appraisal(s)
with respect to such Serviced Mortgage Loan or Serviced Whole Loan as contemplated by the preceding clause (1)), minus, with respect
to any Appraisal, such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without implying
any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information as the Special
Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced Mortgage Loan (or Serviced
Whole Loan) as of the date of the calculation over (ii) the sum, as of the Due Date occurring in the month of the date of determination,
of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Serviced Mortgage
Loan (or Serviced Whole Loan) at a per annum rate equal to its Mortgage Rate (and with respect to a Serviced Whole Loan, interest
on the related Serviced Companion Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without
limitation, (1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any
Unliquidated Advances), with interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Whole Loan) and
(C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing
Fees and all other amounts, due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Whole Loan) (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, and/or for which funds have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event
(or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding
to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer
has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall use reasonable
efforts to obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance),
or conduct an internal valuation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master Servicer shall
provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or
recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information within four
(4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate
Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date that is at least five (5) Business
Days following the receipt of such Appraisal or the conducting of an internal valuation, the Special Servicer shall calculate or adjust,
as applicable, the Appraisal Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information,
if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal
Reduction Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with




    	 	- 16 -	 



     


    

Section 3.10(a) of this Agreement
but is not obtained and, if permitted, an internal valuation has not been conducted, within 120 days following the events described
in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the time periods stated therein),
then, until such Appraisal is obtained or, if permitted, such internal valuation is conducted and solely for purposes of determining the
amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan will equal 25% of the
then current Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon receipt of an Appraisal, or,
if permitted, completion of an internal valuation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced
Whole Loan) will be recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced Loan
as to which an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event
had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within
30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal)
(the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or, if applicable,
conduct an internal valuation, provided, however, no new or updated Appraisal or internal valuation will be required if
the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof
and the Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, or, if
applicable, an internal valuation, the Special Servicer shall determine and report to the Master Servicer and the Certificate Administrator
the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced Whole Loan), and each of those parties
shall be entitled to rely conclusively on such determination by the Special Servicer. The Special Servicer shall deliver a copy of any
such Appraisal or internal valuation to the Master Servicer and the Certificate Administrator, which shall be in electronic format. Each
Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal
and annual letter updates or, if applicable, any subsequent internal valuation, as of the date of each such subsequent Appraisal or letter
update or, if applicable, internal valuation.


Upon payment in full or liquidation
of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated.
In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such Serviced Loan shall no longer
be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event
had occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and remains current for three consecutive Monthly
Payments and (b) no other Appraisal Reduction Event has occurred and is continuing with respect to such Serviced Loan.


Appraisal Reduction Amounts
with respect to each Serviced Whole Loan shall be allocated, first, to any related Serviced Subordinate Companion Loan(s) (up to
the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such Serviced
Mortgage Loan and the related Serviced




    	 	- 17 -	 



     


    

Pari Passu Companion Loan(s). Notwithstanding
the foregoing, if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted
to post cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


Notwithstanding the foregoing,
with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal reduction
amount” relating to such Outside Serviced Whole Loan, that is calculated pursuant to the applicable Outside Servicing Agreement
by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside Serviced Mortgage
Loan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall be entitled to rely
on such calculations as reported to them by the related Outside Servicer. The Uncertificated Interest Owners and, by their acceptance
of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement and
the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount” will be calculated
under the applicable Outside Servicing Agreement by the applicable party thereto.


“Appraisal Reduction
Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified
Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does
not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days
after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if
the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the
Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a signed purchase agreement or a refinancing commitment
acceptable to the Special Servicer prior to the date 30 days after the Balloon Payment was due, the date occurring 120 days
after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during
which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a
receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property,
(vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of
an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such
Serviced Loan remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24
of this Agreement. Notwithstanding the foregoing, for purposes of the clauses (i) and (ii) in the immediately preceding
sentence of this definition, neither (i) a Payment Accommodation with respect to any Serviced Loan nor (ii) any default or delinquency
that would have existed but for such Payment Accommodation shall constitute an Appraisal Reduction Event, for so long as the related Mortgagor
is complying with the terms of such Payment Accommodation. For the avoidance of doubt, in the event a Mortgagor fails to comply with the
terms of a Payment Accommodation (as determined by the Special Servicer in accordance with the Servicing Standard), a determination as
to whether any applicable event specified in the preceding sentence constitutes an Appraisal Reduction Event shall be made as though the
Payment Accommodation never occurred; provided, however, if, pursuant to this sentence, an Appraisal Reduction Event is determined
to occur prior to the date of such Mortgagor’s failure to comply with the terms of the related Payment Accommodation, then such
Appraisal Reduction Event will be deemed to occur on the date of such Mortgagor’s failure to comply. If an Appraisal Reduction Event
occurs with respect to any




    	 	- 18 -	 



     


    

Serviced Mortgage Loan that is part of a Serviced
Whole Loan, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s).
If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Whole Loan, then an Appraisal
Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion Loan(s)
included as part of that Serviced Whole Loan. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance
of all Classes of Non-Vertically Retained Principal Balance Certificates (other than the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-SB Certificates) has been reduced to zero. The Special Servicer shall notify the Master
Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing
events.


“Appraised-Out
Class”: Any Class of Control Eligible Certificates, the Certificate Balance of which (taking into account the allocation of
any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class) has been
reduced to less than 25% of its initial Certificate Balance.


“Appraised Value”:
As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside Serviced
Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is contained in the
related Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to each Mortgaged Property
securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the Outside Servicing Agreement.


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or
licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.


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


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


“ARD Mortgage Loan”:
Any Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage Loan Schedule. For avoidance
of doubt, none of the Mortgage Loans are ARD Mortgage Loans, and references to “ARD Mortgage Loan” and “ARD Mortgage
Loans” shall be disregarded.


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest, or any
successor Asset Representations Reviewer as herein provided.


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 11.02(b).


“Asset Representations
Reviewer Ongoing Fee”: As defined in Section 11.02(a).




    	 	- 19 -	 



     


    

“Asset Representations
Reviewer Ongoing Fee Rate”: As defined in Section 11.02(a).


“Asset Representations
Reviewer Termination Event”: As defined in Section 11.05(a).


“Asset Review”:
A review of the compliance of each Delinquent Loan with the representations and warranties of the applicable Mortgage Loan Seller, in
accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto.


“Asset Review Notice”:
As defined in Section 11.01(a).


“Asset Review Quorum”:
In connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a), the Holders of
Certificates evidencing at least 5% of the Voting Rights represented by all of the Certificates.


“Asset Review Report”:
As defined in Section 11.01(b)(vii)(C).


“Asset Review Report
Summary”: As defined in Section 11.01(b)(vii)(C).


“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. Except as otherwise expressly set forth in 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 when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate outstanding principal
balance of 25% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)
held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans and the aggregate outstanding
principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Mortgage Loans) held by the Trust.


“Asset Review Vote
Election”: As defined in Section 11.01(a).


“Asset Status Report”:
As defined in Section 3.21(b) of this Agreement.


“Assignment of Leases”:
With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement 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.


“Assumption Fees”:
With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), any and all assumption fees of such Serviced Mortgage
Loan (or




    	 	- 20 -	 



     


    

Serviced Whole Loan, if applicable) for transactions
effected under Section 3.09(a), 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees),
actually paid by the related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually
paid by the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement
entered into by the Master Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf
of the Trust and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the
related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.


“Available Funds”:
For any Distribution Date, (i) with respect to distributions to be made on the Regular Certificates, the Uncertificated VRR Interest and
the Class R Certificates, the Aggregate Available Funds, (ii) with respect to distributions to be made on the Non-Vertically Retained
Certificates and the Class R Certificates, the Non-Vertically Retained Available Funds and (iii) with respect to distributions to be made
on the Combined VRR Interest and the Class R Certificates, the Combined VRR Available Funds.


“Balloon Loan”:
Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization
schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual
number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting
of twelve 30-day months.


“Balloon Payment”:
With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Balloon Loan in
excess of the related Monthly Payment.


“BBCMS 2022-C17
PSA”: The Pooling and Servicing Agreement, dated 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 (except with respect
to the Park West Village Mortgage Loan), KeyBank National Association, as special servicer solely with respect to the Park West Village
Whole Loan, 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, as the same may be amended from time
to time in accordance with the terms thereof, pursuant to which the BBCMS 2022-C17 Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-C17 were issued.


“Benchmark 2022-B35
PSA”: The Pooling and Servicing Agreement, dated as of May 1, 2022, between Citigroup Commercial Mortgage Securities Inc., as
depositor, KeyBank National Association, as master servicer and special servicer, Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Wilmington
Trust, National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof,




    	 	- 21 -	 



     


    

pursuant to which the Benchmark 2022-B35 Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2022-B35 were issued.


“BMO”:
Bank of Montreal, a Canadian chartered bank, and its successors in interest.


“BMO 2022-C1 PSA”:
The Pooling and Servicing Agreement, dated as of February 1, 2022, among BMO Commercial Mortgage Securities LLC, as depositor, KeyBank
National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Situs Holdings, LLC, as a special servicer,
solely with respect to the 360 Rosemary loan combination, KeyBank National Association, as a Special Servicer solely with respect to the
111 River Street loan combination, Park Bridge Lender Services LLC, as Operating Advisor and as asset representations reviewer, Computershare
Trust Company, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee, as the same
may be amended from time to time in accordance with the terms thereof, pursuant to which the BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2022-C1 were issued.


“BMO Park West Village
Note”: With respect to the Park West Village Mortgage Loan, that certain promissory note A-4 with an outstanding principal balance
as of the Cut-off Date of $5,000,000, made by the related Mortgagor in favor of BMO, as the same may hereafter be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


“BMO Capital”:
BMO Capital Markets Corp.


“BMO Co-sponsored
Mortgage Loan”: The Park West Village Mortgage Loan.


“BMO Co-sponsored
Notes”: The BMO Park West Village Note.


“BMO Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between BMO and the Depositor.


“BMO Mortgage Loans”:
The Mortgage Loans (or portions thereof) transferred by BMO to the Depositor and/or the Trust pursuant to the BMO Mortgage Loan Purchase
Agreement and this Agreement.


“BMO-SMC Co-sponsored
Mortgage Loan”: The Park West Village Mortgage Loan.


“Base Interest Fraction”:
With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class 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, a fraction
(a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage
Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise




    	 	- 22 -	 



     


    

described in the related Loan Documents) and
(b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount
rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment
(or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable
to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided, however,
that under no circumstances shall the Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence
is greater than or equal to both of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described
in the preceding sentence, then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the
Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction shall equal one.


“Borrower Delayed
Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant
to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.


“Borrower Party”:
Either (i) a Mortgagor under a Mortgage Loan or Whole Loan, a Mortgagor or a manager of a related Mortgaged Property or any Affiliate
of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any holder or beneficial owner) of any Accelerated
Mezzanine Loan.


“Breach”:
As defined in Section 2.03(a) of this Agreement.


“Business Day”:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking
institutions in the Commonwealth of Pennsylvania, the States of New York, Kansas and Maryland, the cities in which the principal offices
of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust Office of
the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental decree to
be closed.


“Calculation Rate”:
A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage
Loan or Serviced Whole Loan or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Serviced Whole Loan, the highest of (1) the
rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable
by the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield
on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set
forth in the most recent Appraisal (or update of such Appraisal).


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class
D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R Certificate (and, if issued, any Class VRR and Class S Certificate),
in any event issued, authenticated and delivered hereunder.




    	 	- 23 -	 



     


    

“Certificate Administrator”:
Computershare Trust Company, National Association, a national banking association, or its successor in interest, or any successor Certificate
Administrator appointed as herein provided. Computershare Trust Company, National Association will perform its duties as Certificate Administrator
hereunder through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby).


“Certificate Administrator
Accounts”: As defined in Section 3.07(a) of this Agreement.


“Certificate Administrator
Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties
of the Certificate Administrator under this Agreement.


“Certificate Administrator’s
Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


“Certificate Balance”:
With respect to any Class of Principal Balance Certificates outstanding at any time, (a) as of any date of determination on or prior
to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Principal Balance Certificates,
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount
equal to the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately prior to such date
of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior
Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent provided
in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections
of principal on the Mortgage Loans. For the avoidance of doubt, no Class VRR Certificates will be issued under this Agreement, and the
Certificate Balance of the Class VRR Certificates shall be deemed to be zero at all times.


“Certificate Factor”:
With respect to any Class of Principal Balance Certificates or Class X Certificates, as of any date of determination, a fraction,
expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or Notional Amount, as
the case may be, and the denominator of which is the related initial Certificate Balance or related initial Notional Amount, as the case
may be.


“Certificate Owner”:
With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository). Each of the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Certificate
Owner under this Agreement, that such Person provide evidence (which may be in the form of an Investor Certification) at its expense of
its status as a Certificate Owner hereunder.


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




    	 	- 24 -	 



     


    

“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes of
distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees of Certificates
to the extent the Person distributing such information has been provided with an appropriate Investor Certification by or on behalf of
such Certificate Owner or potential transferee); provided, however, that


(a)       solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments
to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person known to a Responsible
Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate registered in the name of or beneficially owned
by such party or any Affiliate thereof shall be deemed not to be outstanding 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;


(b)       solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially
owned by a Borrower Party shall be deemed not to be outstanding 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, that notwithstanding the foregoing, for purposes of exercising any rights it may have
solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder
shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent and taking
any action with respect to any related Excluded Controlling Class Mortgage Loan); and


(c)       if
the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling
Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class (other
than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is an Excluded Controlling Class Holder,
as described in the proviso in parenthesis in clause (b) above).


For the avoidance of doubt,
nothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights in its capacity
as Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan.


“Certificateholder
Quorum”: A quorum that (a) for purposes of a vote to terminate and replace the Special Servicer or the Asset Representations
Reviewer at the request of the Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the




    	 	- 25 -	 



     


    

application of any Appraisal Reduction Amounts)
pursuant to Section 6.08(a) or Section 11.05(b), as applicable, of this Agreement, consists of the Holders of
Certificates evidencing at least 50% of the Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of the respective Classes of Principal Balance Certificates) of all Certificates, on an aggregate basis,
and (b) for purposes of a vote to terminate and replace the Special Servicer based on a recommendation of the Operating Advisor pursuant
to Section 6.08(b) of this Agreement, consists of the Holders of Certificates (and/or, where Global Certificates are involved,
Certificate Owners) evidencing at least 20% of the aggregate of the Certificate Balances of all Certificates, with such quorum including
at least three (3) Certificateholders (and/or, where Global Certificates are involved, Certificate Owners) that are not Risk Retention
Affiliated with each other.


“Certificateholder
Repurchase Request”: As defined in Section 2.03(f) of this Agreement.


“Certification Parties”:
As defined in Section 10.06 of this Agreement.


“Certifying Certificateholder”:
As defined in Section 5.07(a) of this Agreement.


“Certifying Person”:
As defined in Section 10.06 of this Agreement.


“Certifying Servicer”:
As defined in Section 10.08 of this Agreement.


“CGCMT 2022-GC48
PSA”: The Pooling and Servicing Agreement, dated as of June 1, 2022, between Citigroup Commercial Mortgage Securities Inc.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Greystone Servicing Company LLC
and Rialto Capital Advisors, LLC, each as a special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, Computershare Trust Company, National Association, as certificate administrator, and Wilmington Trust, National Association,
as trustee, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the Citigroup Commercial
Mortgage Trust 2022-GC48, Commercial Mortgage Pass Through Certificates, Series 2022-GC48 were issued.


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and with respect
to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


“Class A-1
Component”: The Component having such designation.


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date
minus 0.074%.




    	 	- 26 -	 



     


    

“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


“Class A-2
Component”: The Component having such designation.


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class A-3 Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-3 hereto.


“Class A-3 Component”:
The Component having such designation.


“Class A-3 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date minus 0.046%.


“Class A-4 Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-4 hereto.


“Class A-4 Component”:
The Component having such designation.


“Class A-4 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) the WAC Rate for such Distribution Date
and (b) 5.04910%.


“Class A-5
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


“Class A-5
Component”: The Component having such designation.


“Class A-5
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) the WAC Rate for such
Distribution Date and (b) 5.31260%.


“Class A-SB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


“Class A-SB
Component”: The Component having such designation.


“Class A-SB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class A-SB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set forth
on Exhibit BB to this Agreement.




    	 	- 27 -	 



     


    

“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class B Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-9 hereto.


“Class B Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class C Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-10 hereto.


“Class C Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class D Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-13 hereto.


“Class D Component”:
The Component having such designation.


“Class D Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.50000%.


“Class E Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-14 hereto.


“Class E Component”:
The Component having such designation.


“Class E Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.50000%.


“Class F-RR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-15 hereto.


“Class F Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.




    	 	- 28 -	 



     


    

“Class G-RR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-16 hereto.


“Class G-RR Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class J-RR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-17 hereto.


“Class J-RR Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class K-RR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-18 hereto.


“Class K-RR Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


“Class R Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-19 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Balance
or Notional Amount.


“Class S Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-20 hereto and evidencing an undivided beneficial interest in the Class S Specific
Grantor Trust Assets; provided that the Class S Certificate will not be issued unless the Trust Fund includes ARD Mortgage Loans on the
Closing Date. If issued, the Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount. Because
the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific Grantor Trust Assets and
the Class S Certificates will not be issued. Accordingly, all references in this Agreement to “Class S Certificate” and “Class
S Certificates” shall be disregarded.


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage of any Excess Interest
collected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from time to time in the Excess Interest
Distribution Account (if established). Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be
no Class S Specific Grantor Trust Assets. Accordingly, all references in this Agreement to “Class S Specific Grantor Trust Assets”
shall be disregarded.


“Class VRR Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-21 hereto. No Class VRR Certificates will be issued under this Agreement. Accordingly, all references
in this Agreement to “Class VRR Certificate” and “Class VRR




    	 	- 29 -	 



     


    

Certificates” shall be disregarded, and
the Certificate Balance of the Class VRR Certificates shall be deemed to be zero at all times.


“Class X Certificates”:
The Class X-A, Class X-D and/or Class X-E Certificates, as the context requires.


“Class X Strip
Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to: (a) in the case of any such
Component (other than the Class A-1 and Class A-3 Components), (i) the WAC Rate for such Distribution Date, minus (ii) the Pass-Through
Rate for the Corresponding Certificates; (b) in the case of the Class A-1 Component, 0.074%; and (c) in the case of the Class A-3 Component,
0.046%.


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


“Class X-A
Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5
Component and Class A-SB Component, each of which constitutes a separate class of “regular interests”, within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time
to time and a notional amount equal to its Component Notional Amount from time to time.


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.


“Class X-D
Component”: The Class D Component, which constitutes a separate class of “regular interests”, within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time
to time and a notional amount equal to its Component Notional Amount from time to time.


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


“Class X-D
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such
Distribution Date.




    	 	- 30 -	 



     


    

“Class X-E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


“Class X-E
Component”: The Class E Component, which constitutes a separate class of “regular interests”, within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time
to time and a notional amount equal to its Component Notional Amount from time to time.


“Class X-E
Notional Amount”: With respect to the Class X-E Certificates as of any date of determination, the Component Notional
Amount of the Class X-E Component.


“Class X-E
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-E Component for such
Distribution Date.


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


“Clearstream”:
Clearstream Banking, Luxembourg, and its successors in interest.


“Closing Date”:
October 7, 2022.


“CMBS”:
Commercial mortgage-backed securities.


“Co-Lender Agreement”:
With respect to any Whole Loan, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement,
dated as of the date set forth in the Whole Loan Table under the column heading “Date of Co-Lender Agreement” and governing
the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise
modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Whole Loan as of
the Closing Date.


“Co-sponsored Mortgage
Loan”: The Park West Village Mortgage Loan.


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


“Collateral Deficiency
Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance
of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of
a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged
Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to
the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional
collateral contributed by the related Mortgagor at the time the subject Mortgage Loan became (and as part of the modification related
to) such AB Modified Loan for the benefit of the




    	 	- 31 -	 



     


    

related Mortgaged Property or Mortgaged Properties
(provided, that in the case of an Outside 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 Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect to any
Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29)
shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


“Collection Account”:
The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which
(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer on behalf of Computershare Trust Company, National Association, as Trustee,
for the benefit of the registered holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3,
and the Uncertificated Interest Owners, Collection Account” and which must be an Eligible Account.


“Collection Period”:
With respect to any Distribution Date, the period beginning on the day immediately following the Determination Date occurring in the month
preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period for the initial Distribution Date,
with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately following the Due Date for such Mortgage
Loan or Companion Loan 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 Determination Date
occurring in the month in which that Distribution Date occurs.


“Combined VRR Available
Funds”: With respect to any Distribution Date, an amount equal to the product of the Aggregate Available Funds for such Distribution
Date multiplied by the Vertically Retained Percentage.


“Combined VRR Interest”:
The Class VRR Certificates (if issued) and the Uncertificated VRR Interest, collectively. The Combined VRR Interest represents undivided
beneficial interests in the VRR Specific Grantor Trust Assets, if any.


“Combined VRR Interest
Balance”: The Certificate Balance of the Class VRR Certificates (if issued) and the Uncertificated VRR Interest Balance, together.
For the avoidance of doubt, no Class VRR Certificates will be issued under this Agreement, and the Certificate Balance of the Class VRR
Certificates shall be deemed to be zero at all times.


“Combined VRR Interest
Owner”: Any Holder of a Class VRR Certificate (if issued) or the Uncertificated VRR Interest Owner.


“Commission”:
The Securities and Exchange Commission.


“Communication Request”:
As defined in Section 5.07(a) of this Agreement.




    	 	- 32 -	 



     


    

“Companion Loan”:
With respect on any Whole Loan, as defined in the definition of “Whole Loan.” If, with respect to any Whole Loan, any promissory
note evidencing a related Companion Loan is split and replaced with 2 or more replacement promissory notes, each such related promissory
note will evidence a separate Companion Loan with respect to such Whole Loan. Each Companion Loan is either a Pari Passu Companion Loan
or a Subordinate Companion Loan. In the case of a Companion Loan serviced under this Agreement, the term “Companion Loan”
shall include a REO Companion Loan.


“Companion Loan
Holder”: The holder of a Companion Loan.


“Companion Loan
Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion
Loan Holder.


“Companion Loan
Rating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan
or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic
form) by each applicable Companion Loan 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 such Serviced
Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other
acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which
the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


“Companion Loan
Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in this
Agreement.


“Compensating Interest
Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement to
cover Prepayment Interest Shortfalls.


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-4 Component, Class A-5 Component and Class A-SB Component; with respect to the Class X-D Certificates,
the Class D Component; and with respect to the Class X-E Certificates, the Class E Component;.


“Component Notional
Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance
of the Corresponding Lower-Tier Regular Interest for that Component.




    	 	- 33 -	 



     


    

“Condemnation Proceeds”:
All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to
the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any
tenants and ground lessors, as the case may be, and the terms of the related Mortgage and related Co-Lender Agreement; provided
that, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be limited to any
related proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced
Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


“Consent Fees”:
With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval (or review thereof)
required or requested pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a signed writing,
assumption, extension, waiver or amendment of the terms of the Loan Documents.


“Consultation Election
Notice”: As defined in Section 2.03(g).


“Consultation Requesting
Certificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election Notice.


“Consultation Termination
Event”: The event that either (a) will occur, with respect to any Mortgage Loan, when none of the Classes of Control Eligible
Certificates has a Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to
or greater than 25% of the initial Certificate Balance of that Class of Certificates or (b) is deemed to occur pursuant to Section
6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Consultation Termination Event shall in no event
exist at any time that the Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates senior to
the Control Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts);
With respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise be a Consulting Party, a Consultation
Termination Event shall be deemed to exist.


“Consulting Party”:
With respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan, will be each of:


(i)        except
with respect to a Serviced Outside Controlled Whole Loan, solely (a) 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 (b) for so long as the related Mortgage Loan
is not an Excluded Mortgage Loan, the Controlling Class Representative ;


(ii)       with
respect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a
Controlling Subordinate Companion Loan held outside the Trust), (a) if and for so long as the holder of the Mortgage Loan included
in this securitization transaction is entitled under the related Co-Lender Agreement to exercise consultation rights with respect
to such Whole Loan, (b) solely prior to the occurrence and continuance of a Consultation Termination Event,




    	 	- 34 -	 



     


    

and (c) for so long as the related
Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;


(iii)      with
respect to any Serviced Whole Loan that includes a Pari Passu Companion Loan, the holder of such Pari Passu Companion Loan if and to the
extent such holder (a) is not the applicable Directing Holder, and (b) is entitled to exercise consultation rights under the
related Co-Lender Agreement;


(iv)      solely
after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor; and


(v)       except
with respect to any Excluded RRCP Mortgage Loan, (a) for so long as no Consultation Termination Event is continuing, with respect
to any Specially Serviced Loan, and (b) during the continuance of a Consultation Termination Event, with respect to any Mortgage
Loan, each Risk Retention Consultation Party;


provided, that with respect to any Serviced
Whole Loan, the rights of any Consulting Party set forth in clauses (i) through (iii) above will be subject to and may
be limited by the terms and provisions of any related Co-Lender Agreement.


For the avoidance of doubt,
(A) the Controlling Class Representative shall not be a Consulting Party if and for so long as (1) a Consultation Termination Event is
in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, and/or (3) with respect to any Serviced Outside Controlled Whole
Loan, it is not entitled under the related Co-Lender Agreement to exercise consultation rights with respect to such Whole Loan, (B) consultation
with the Operating Advisor shall be required only with respect to the matters as to which consultation with the applicable Consulting
Parties is required as set forth in Sections 3.09(a), 3.15, 3.17(m), 3.21, 3.24, 3.29, 6.09
and 7.02 and in the definition of “Acceptable Insurance Default”; (C) the Operating Advisor shall not be a Consulting
Party if and for so long as no Operating Advisor Consultation Trigger Event has occurred and is continuing, (D) consultation with each
Risk Retention Consultation Party shall be required only with respect to the matters as to which consultation with the applicable Consulting
Parties is required as set forth in Sections 3.09, 3.15, 3.17(m), 3.24, 6.09 and 7.02 and in
the definition of “Acceptable Insurance Default”; (E) the Risk Retention Consultation Party shall not be a Consulting Party
with respect to any Mortgage Loan that is an Excluded RRCP Mortgage Loan with respect to such party, or with respect to any Mortgage Loans
other than as described in clause (v) of the immediately preceding paragraph, and (D) the consultation rights of the holder of a Pari
Passu Companion Loan with respect to any related Serviced Whole Loan shall be subject to the terms of the related Co-Lender Agreement.


Further for the avoidance
of doubt, with respect to any Serviced Mortgage Loan or Serviced Whole Loan, if none of the Controlling Class Representative, the
Operating Advisor, a Risk Retention Consultation Party, or a holder of a Pari Passu Companion Loan is a Consulting Party in accordance
with the foregoing definition, then there will be no Consulting Party for that Serviced Mortgage Loan or Serviced Whole Loan. If any Consulting
Party has not been identified to the Master Servicer or the Special Servicer, as applicable (and (I) if the applicable Consulting Party
is the Controlling Class Representative or a Risk Retention Consultation Party, the Master Servicer or the Special Servicer, as the case
may be, has attempted to obtain such information from




    	 	- 35 -	 



     


    

the Certificate Administrator or (II) if the
applicable Consulting Party is the holder of a Pari Passu Companion Loan, the Master Servicer or the Special Servicer, as the case may
be, has attempted to obtain such information in accordance with Section 3.28(g), and, in the case of either of clause (I) or clause
(II), no such entity has been identified to the Master Servicer or the Special Servicer, as applicable), then until such time as such
Consulting Party is identified to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer,
as applicable, shall have no duty to consult with such Consulting Party. For the avoidance of doubt, the initial Controlling Class Representative
is identified in the definition of “Controlling Class Representative”, the initial Risk Retention Consultation Party is identified
in the definition of “Risk Retention Consultation Party”, and the initial holder(s) of the Serviced Companion Loan(s) are
identified on Exhibit NN hereto.


“Control Appraisal
Period”: With respect to any AB Whole Loan, the “control appraisal period” (or analogous concept) under the related
Co-Lender Agreement.


“Control Eligible
Certificates”: Any of the Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates.


“Control Termination
Event”: With respect to any Mortgage Loan, the event that either (a) will occur when none of the Classes of the Control Eligible
Certificates has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in
accordance with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of that
Class of Certificates or (b) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided,
however, that a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of the Non-Vertically
Retained Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation
of Cumulative Appraisal Reduction Amounts) With respect to Excluded Mortgage Loans as to which the Controlling Class Representative would
otherwise be the Directing Holder, a Control Termination Event shall be deemed to exist.


“Controlling Class”:
As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a Certificate
Balance (as notionally reduced by any portion of the Cumulative Appraisal Reduction Amount allocable to such Class in accordance
with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such Class; provided,
however, that (except under the circumstances set forth in the following proviso) if no Class of Control Eligible Certificates
meets the preceding requirement, then the Class F-RR Certificates will be the Controlling Class; and provided, further,
however, that if, at any time the aggregate outstanding Certificate Balance of the Principal Balance Certificates senior to the
Control Eligible Certificates has been reduced to zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount),
then the Controlling Class shall be the most subordinate Class of Control Eligible Certificates that has an outstanding Certificate
Balance greater than zero (without regard to the allocation of any Cumulative Appraisal Reduction Amount). The Controlling Class as
of the Closing Date will be the Class K-RR Certificates.




    	 	- 36 -	 



     


    

“Controlling Class Certificateholder”:
Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator
from time to time.


“Controlling Class Representative”:
The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling Class Certificateholders
by Certificate Balance, as identified by notice to the Certificate Administrator by the applicable Controlling Class Certificateholders
from time to time, with notice of such selection delivered by the Certificate Administrator to the Special Servicer, the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that, (i) absent such selection, or (ii) until
a Controlling Class Representative is so selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders
that own Certificates representing more than 50% of the Certificate Balance of the Controlling Class that a Controlling Class Representative
is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that owns
Certificates representing the largest aggregate Certificate Balance of the Controlling Class, as identified (in writing with contact information)
to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the
occurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the Controlling
Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class has
not been identified to the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer
and the Special Servicer shall have no obligation to obtain the consent of, or consult with, any Controlling Class Representative
until notified by the Certificate Administrator of the identity of such largest Controlling Class Certificateholder or otherwise
notified of the identity of the Controlling Class Representative as provided in this Agreement. No Person may exercise any of the
consent or consultation rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan. The
initial Controlling Class Representative on the Closing Date shall be KKR Real Estate Credit Opportunity Partners II L.P., and the
Certificate Registrar and the other parties to this Agreement shall be entitled to assume KKR Real Estate Credit Opportunity Partners
II L.P. is the Controlling Class Representative on behalf of the Controlling Class Certificateholders, until the Certificate
Administrator, the Master Servicer, the Special Servicer and each other Controlling Class Certificateholder receives (a) written
notice of a replacement Controlling Class Representative or (b) written notice that KKR CMBS II Aggregator Type 1 L.P. is no
longer the Holder (or Certificate Owner) of a majority of the applicable Controlling Class.


“Controlling Subordinate
Companion Loan”: A Subordinate Companion Loan that is evidenced by the “control note” (or analogous concept) under
the related Co-Lender Agreement, or the holder of which is the “directing holder” (or analogous concept) under the related
Co-Lender Agreement.


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business
shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 9062 Old
Annapolis Road, Columbia, Maryland 21045, and (ii) the Certificate Administrator is located, for certificate transfer purposes, at 600
South 4th Street, 7th Floor, Minneapolis, Minnesota




    	 	- 37 -	 



     


    

55415, and for all other purposes, except as
specifically set forth herein, 9062 Old Annapolis Road, Columbia, Maryland 21045.


“Corrected Loan”:
Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially
Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged Property
becoming an REO Property).


“Corresponding Certificates”:
As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


“Corresponding Component”:
As identified in the Preliminary Statement with respect to any Class of Non-Vertically Retained Principal Balance Certificates or
Lower-Tier Regular Interest.


“Corresponding Lower-Tier
Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates,
the Uncertificated VRR Interest or any Component.


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor
thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer
to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders,
issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal
such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment
of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates
and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors
holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association
described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to
refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate
Administrator, the Special Servicer and, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.


“CREFC®
Advance Recovery Report”: A 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 Template”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Appraisal Reduction 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.




    	 	- 38 -	 



     


    

“CREFC®
Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Assumption Modification Posting Instructions 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.


“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®
Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense 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.


“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”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later
than 90 days after its adoption, 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®
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 as of the Closing Date on the CREFC® Website, or such other form for the presentation of such




    	 	- 39 -	 



     


    

information and containing such additional
information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


“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 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®
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 (including any successor REO Mortgage Loan with
respect thereto) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC®
Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such
Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close
of business on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property
Royalty License Fee shall be payable from the Lower-Tier REMIC.


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage 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 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®
Investor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as may be, or have
been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time
to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®
Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC®
Collateral Summary File, (vii) CREFC® Special Servicer Loan File, (viii) CREFC® Special Servicer Property
File and (ix) CREFC® Schedule AL File;




    	 	- 40 -	 



     


    

(b)       the
following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan
Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial
Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC® Loan Level
Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report,
and (x) CREFC® Total Loan Report;


(c)       the
following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template,
(ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template,
(vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Certificate
Administrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC® Loan Modification
Report Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation Report
Template; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC® Modification Posting Instructions
Template; (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv) CREFC®
Capitalized Amounts/Non-Recoverable Trust Expense Template; and


(d)       such
other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor
Reporting Package (CREFC® IRP)” from time to time.


“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 Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Loan Liquidation Report 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.


“CREFC®
Loan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Loan Modification Report 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.




    	 	- 41 -	 



     


    

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


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


“CREFC®
Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Modification Posting Instructions 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.


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


“CREFC®
Operating Statement Analysis Report”: The monthly report (prepared with respect to each Mortgaged Property or, with respect
to a Mortgage Loan secured by a portfolio of Mortgaged Properties, on a consolidated basis with respect to such portfolio) in the “Operating
Statement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for
commercial mortgage securities transactions generally.


“CREFC®
Payment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Payment Posting Instructions 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.


“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 as of the Closing Date on the CREFC®
Website, or such other form for




    	 	- 42 -	 



     


    

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®
REO Liquidation Report Template”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation Report 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.


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


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing
the information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB and Item 601(b)(102)
of Regulation S-K and otherwise called for therein, or such other form containing such required information for the presentation of
such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally,
which in any case shall include all information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of
Regulation AB and Item 601(b)(102) of Regulation S-K.


“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 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®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator 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.


“CREFC®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each Performing
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 Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Interest




    	 	- 43 -	 



     


    

Significant Insurance Event 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.


“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®
Special Servicer Property File”: The data file in the “CREFC® Special Servicer 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®
Total Loan Report”: The report in the “Total 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®
Website”: The CREFC®’s website located at “www.crefc.org” or such other primary website
as the CREFC® may establish for dissemination of its report forms.


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation, and its successors in interest.


“CREFI Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between CREFI and the Depositor.


“CREFI Mortgage
Loans”: The Mortgage Loans (or portions thereof) transferred by CREFI to the Depositor and/or the Trust pursuant to the CREFI
Mortgage Loan Purchase Agreement and this Agreement.


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups
included as assets of the Trust as of the Closing Date.


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


“Cross-Over
Date”: The first Distribution Date as of which (prior to any distributions of principal or allocations of Realized Losses on
such Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class
F-RR, Class G-




    	 	- 44 -	 



     


    

RR, Class J-RR and Class K-RR Certificates
have all been previously reduced to zero due to the application of applicable Realized Losses.


“Cumulative Appraisal
Reduction Amount”: As of any date of determination by the Special Servicer with respect to any Mortgage Loan, 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 Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Master Servicer, the Trustee nor the Certificate
Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.


“Cure/Contest Period”:
As defined in Section 11.01(b)(vii).


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein (if other than the Certificate Administrator)
and the Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. For
avoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.


“Custodian”:
Any custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the
Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor,
a Mortgage Loan Seller or any Affiliate thereof. 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 Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as
applicable, if a Monthly Payment were scheduled to be due in that month).


“Cut-Off Date
Balance”: With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan
or Serviced 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 (or, if such Mortgage Loan was originated subsequent to the Cut-Off Date, its original principal balance).


“DBRS Morningstar”:
DBRS, Inc. or its successors in interest. If neither DBRS, Inc., 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 and the
Special Servicer and specific ratings of




    	 	- 45 -	 



     


    

DBRS Morningstar herein referenced shall be
deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


“Debt Service Coverage
Ratio”: With respect to any Mortgage Loan (or Serviced Whole Loan, if applicable), 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 Monthly Payments (which do not include Balloon Payments) due under such
Mortgage Loan (or Serviced Whole Loan, if applicable) during such period; provided that with respect to the Mortgage Loans (and
with respect to any Serviced Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest only
for a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related Monthly 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”:
An event of default under any Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time or the
giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Whole Loan, if applicable).


“Default Interest”:
With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such Mortgage
Loan or Serviced Companion Loan as provided in the related 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.


“Default Rate”:
With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues on such Mortgage Loan
or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion Loan, as the
case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


“Defaulted Loan”:
A Serviced Loan or Serviced Whole Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent
in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period
permitted by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as
to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness
evidenced by the related Note.


“Defaulted Mortgage
Loan”: A Mortgage Loan that is a Defaulted Loan.


“Defaulted Serviced
Whole Loan”: Any Serviced Whole Loan with respect to which the related Serviced Mortgage Loan or a related Serviced Companion
Loan is a Defaulted Loan.


“Defeasance Loan”:
Those Mortgage Loans that provide the related Mortgagor with the option to defease the related Mortgaged Property.


“Defective Mortgage
Loan”: As defined in Section 2.03(a) of this Agreement.




    	 	- 46 -	 



     


    

“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained
by it (other than a Mortgage Loan Seller 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 item and (z) delivered by or on behalf of such
party pursuant to the delivery requirements under Article X of this Agreement, that does not conform to the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.


“Definitive Certificate”:
Any Certificate in fully registered certificated form without interest coupons.


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


“Depositor”:
BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, and its successors and assigns.


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).


“Depository Participant”:
A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.


“Designated Site”:
The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers, initially located
at www.intralinks.com.


“Determination Date”:
The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next Business Day), commencing
in November 2022.


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


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


(i)        (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee on
behalf of the Certificateholders and the Uncertificated VRR Interest Owner or in blank, and further showing a complete, unbroken
chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the
original executed Note has been lost, a lost note affidavit and indemnity with a copy




    	 	- 47 -	 



     


    

of such Note), and (B) if such Mortgage
Loan is part of a Serviced Whole Loan, the executed Note for each related Serviced Companion Loan;


(ii)        the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned from
the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if
in the possession of the applicable Mortgage Loan Seller);


(iii)       any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage Loan Seller);


(iv)      final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular item has
not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified
is a recordable document;


(v)       the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Whole Loan,
if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a “marked-up”
pro forma title policy marked as binding and executed by an authorized representative of the title insurer or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance
policy;


(vi)      the
Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;


(vii)    the
related Loan Agreement, if any;


(viii)   the
guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;


(ix)      the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;


(x)       the
environmental indemnity from the related Mortgagor, if any;


(xi)      the
related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and,
if applicable, any intervening assignments thereof;




    	 	- 48 -	 



     


    

(xii)      in
the case of a Mortgage Loan that is part of a Whole Loan, the related Co-Lender Agreement;


(xiii)     any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage
Loan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee and UCC-3 assignment financing
statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted
for filing), if in the possession of the applicable Mortgage Loan Seller;


(xiv)     in
the case of the Icon One Daytona REMIC, a copy of the Icon One Daytona REMIC Declaration;


(xv)      in
the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the related intercreditor
agreement;


(xvi)     any
related environmental insurance policy;


(xvii)    any
letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and


(xviii)   any related
franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies
of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit of the Certificateholders
and the Uncertificated VRR Interest Owner the benefits of such comfort letter or (ii) if the related comfort letter contemplates
that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy
of the notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the
related Serviced Whole Loan and any related assignment thereof; 


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


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


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


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




    	 	- 49 -	 



     


    

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


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


(h)       for
any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties 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 the origination settlement statement;


(r)        a
copy of any Insurance Summary Report;


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


(t)        a
copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included in the
origination settlement statement;


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


(v)       unless
already included as part of the environmental reports, a copy of any closure letter (environmental); and


(w)      unless
already included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged Property
or Mortgaged Properties,




    	 	- 50 -	 



     


    

in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not received in connection with the origination of such Mortgage Loan (other than documents that would not be included in connection
with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure
or type, taking into account whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement
to that effect. No information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents, privileged
or internal communications, credit underwriting or due diligence analysis 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 as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable
the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly
labeled and identified.


“Diligence File
Certification”: As defined in Section 2.01(i) of this Agreement.


“Directing Holder”:
With respect to any Serviced Mortgage Loan or, if applicable, Serviced Whole Loan:


(a)       except
(i) with respect to an Excluded Mortgage Loan, (ii) with respect to any Serviced Outside Controlled Whole Loan, and (iii) during any period
that a Control Termination Event has occurred and is continuing, the Controlling Class Representative;


(b)       with
respect to any Serviced Outside Controlled Whole Loan (which may include a Servicing Shift Whole Loan or a Serviced Whole Loan with a
Controlling Subordinate Companion Loan held outside the Trust), if and for so long as the applicable Companion Loan Holder or its representative
is entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling
Class Representative (when it is the Directing Holder under the circumstances described in clause (a) of this definition), the related
Outside Controlling Note Holder;


provided, that with respect to any Serviced
Whole Loan, the rights of the Directing Holder will be subject to and may be limited by the terms and provisions of any related Co-Lender
Agreement.


For the avoidance of doubt:
(A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1) a Control Termination Event is in
effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, and/or (3) the related Serviced Whole Loan is a Serviced Outside Controlled
Whole Loan; and (B) with respect to any Serviced Outside Controlled Whole Loan, the related Outside Controlling Note Holder will be the
Directing Holder only if and for so long as such note holder or note holder representative is entitled under the related Co-Lender
Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling Class Representative (when it is
the Directing Holder under the circumstances described in clause (a) of the prior paragraph of this definition).




    	 	- 51 -	 



     


    

Further for the avoidance
of doubt, with respect to any Mortgage Loan or Whole Loan, if none of the Controlling Class Representative or an Outside Controlling Note
Holder, as applicable, is a Directing Holder in accordance with the foregoing definition, then there will be no Directing Holder for that
Serviced Mortgage Loan or Serviced Whole Loan.


“Directly Operate”:
With respect to any REO 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 in the ordinary course
of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction
work on the REO Property, other than through an Independent Contractor; provided, however, that the Special Servicer, on
behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of
the Trust Fund, 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 Serviced Loan or related REO Property, any compensation and other remuneration (including,
without limitation, in the form of commissions, brokerage fees and rebates) 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 Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property related to a Serviced
Whole Loan, if applicable) in connection with the disposition, workout or foreclosure of any Serviced 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 compensation which is payable to the Special Servicer under this Agreement and that is set forth in a report
that is part of the CREFC® Investor Reporting Package (IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate
Fees. For the avoidance of doubt, any compensation or other remuneration that an entity acting in the capacities of both the Master Servicer
and Special Servicer is entitled to in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special
Servicer Fees.


“Dispute Resolution
Consultation”: As defined in Section 2.03(g) of this Agreement.


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


“Dispute Resolution
Requesting Holder”: Either a Requesting Certificateholder or a Consultation Requesting Certificateholder, as applicable.


“Disqualified Non-U.S.
Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a
Non-U.S. Tax Person that holds the Class R Certificate 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 (ii) a




    	 	- 52 -	 



     


    

Non-U.S. Tax Person that has delivered
to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.


“Disqualified Organization”:
Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality that 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 any such governmental
unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an
organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated
business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R
Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives
described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion
of Counsel to the effect that any Transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC
for federal income tax purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United
States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701
or successor provisions.


“Distribution Account”:
Collectively, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account and the Loan REMIC Residual
Distribution Account, each of which may be subaccounts of a single Eligible Account.


“Distribution Date”:
The fourth Business Day following each Determination Date, commencing in November 2022. The first Distribution Date shall be November
18, 2022.


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


“Document Defect”:
As defined in Section 2.03(a) of this Agreement.


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


“Due Date”:
With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar month in which
its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon is scheduled to be
first due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred, the day of such
month that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence of the
Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage Loan or REO Companion
Loan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i) of this definition without
regard to the occurrence of such event.




    	 	- 53 -	 



     


    

“Due Diligence Service
Provider”: As defined in Section 12.13(l) of this Agreement.


“Due Period”:
With respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Companion
Loan (including any successor REO Companion Loan with respect thereto), the period beginning on the day immediately following the Due
Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in November
2022, if such Mortgage Loan or Companion Loan does not have a Due Date in such preceding month, beginning on the day after 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 in the month in which such Distribution Date occurs.


“Early Termination
Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including successor REO
Mortgage Loans with respect thereto) remaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate Stated Principal Balance
of the Mortgage Pool initially included in the Trust Fund as of the Cut-Off Date.


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


“EDGAR-Compatible
Format”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information required
pursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor, Certificate
Administrator and the Master Servicer and (b) with respect to any other document or information, any format compatible with EDGAR, including
HTML, Word, Excel or clean, searchable PDFs.


“Eligible Account”:
Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term unsecured
debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in its highest
rating category at all times (or, in the case of the REO Account, Collection Account, Whole Loan Custodial Account, Interest Reserve Account,
Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations (or short-term unsecured
debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-” by Fitch (or
“A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository institution
or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent thereof, which
is at least “F1” by Fitch), (b) the long-term unsecured debt obligations or deposit accounts of which are rated at least
“BBB+” by S&P in the case of letters of credit and accounts in which funds are held for more than 30 days or, in
the case of letters of credit and accounts in which funds are held for 30 days or less, the short-term deposit accounts or short-term
unsecured debt obligations of which are rated at least “A-1” by S&P (or “A-2” by S&P if the long-term
unsecured debt obligations or deposit accounts thereof are rated at least “BBB” by S&P) and (c) the obligations of which
satisfy the Applicable Moody’s Permitted Investment Rating; (ii) an account or accounts maintained with PNC Bank, National
Association so long as the long-term unsecured debt rating or deposit account rating of PNC Bank, National Association shall be at
least “A” by




    	 	- 54 -	 



     


    

Fitch (or “A-“ by Fitch so long
as the short-term deposit or short-term unsecured debt obligations of PNC Bank, National Association are rated no less than “F1”
by Fitch), “BBB” by S&P and “A2” by Moody’s (if the deposits are to be held in the account for more
than 30 days) or the short-term deposit account or short-term unsecured debt rating of PNC Bank, National Association shall
be at least “F1” by Fitch , “A-2” by S&P and “P-1” by Moody’s (if the deposits are to be
held in the account for 30 days or less); (iii) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that, in either case, has corporate trust powers, acting in its
fiduciary capacity, which institution or trust company has a combined capital and surplus of at least $50,000,000, is (in the case of
a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and
is subject to supervision or examination by federal and state authority, and the long term unsecured debt obligations of which are rated
at least “A2” by Moody’s, and has a long-term unsecured debt rating of at least “A” from Fitch (to the extent
rated by Fitch) (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 “F1” from Fitch (to the extent rated by Fitch) (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 clauses (i) through (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; or (v) such other account or accounts not listed in clauses (i) through (iii) above with
respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each
Rating Agency and Companion Loan Rating Agency. 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 or 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 such 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 2.10,
(c) is not (and is not affiliated with or, in the case of the Third Party Purchaser, Risk Retention Affiliated with) a Sponsor, a
Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
a Directing Holder, any Risk Retention Consultation Party, the Third Party Purchaser or any of their respective Affiliates, (d) has
not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory
or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any
Sponsor, any Mortgage Loan Seller, any Underwriter, any Initial Purchaser, a Directing Holder, any Risk Retention Consultation Party,
the Third Party Purchaser or any of their respective Affiliates, or have 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 Uncertificated Interest, any Mortgage Loans, any Companion Loan or any securities backed by
a Companion Loan or otherwise have any financial interest in the




    	 	- 55 -	 



     


    

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 (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s,
Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a transaction for which Moody’s,
Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates
for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material
factor in such rating action, (ii) that (x) has been regularly engaged in the business of analyzing and advising clients in
commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections,
and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management
of distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a)
of this Agreement, (iv) that is not (and is not affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, the Third Party
Purchaser, any Risk Retention Consultation Party, any Consulting Party (other than the Operating Advisor) or 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), (v) that has not been paid any fees, compensation or other remuneration
by any entity acting as Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or
(y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become
the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Uncertificated Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan
or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its
role as Operating Advisor or any fees to which it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor
is also acting as Asset Representations Reviewer.


“Emergency Advance”:
Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole discretion in accordance
with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency situation or on an
urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material penalty,
any material harm to a Mortgaged Property securing a Serviced Loan or any other material adverse consequence to the Trust Fund or any
related Companion Loan Holder.


“Enforcing Party”:
In connection with any Repurchase Request, (i) in the event one or more Dispute Resolution Requesting Holders has delivered a Final
Dispute Resolution Election Notice with respect thereto pursuant to Section 2.03(g) of this Agreement, with respect to the
mediation or arbitration that arises out of such Final Dispute Resolution Election Notice, such Dispute Resolution Requesting Holder(s),
or (ii) in all other cases, the Enforcing Servicer.


“Enforcing Servicer”:
With respect to: (a) a Specially Serviced Loan, the Special Servicer; and (b) a Non-Specially Serviced Loan, (i) in the case
of a Repurchase Request made by




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the Special Servicer, the Directing Holder
or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person
other than the Special Servicer, the Directing Holder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure
relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such
Non-Specially Serviced Loan, the Special Servicer.


“Environmental Report”:
The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in
connection with the origination or acquisition of the related Mortgage Loan.


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


“ERISA Restricted
Certificate”: Any Class F-RR, Class G-RR, Class J-RR or Class K-RR Certificate or, if transferred through BMO Capital Markets
Corp., Citigroup Global Markets Inc. or UBS Securities LLC, any Class VRR Certificate (if issued); provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions
with respect to ERISA Restricted Certificates contained in Section 5.03(n) of this Agreement if, as of the date of a proposed
transfer of such Certificate, (i) it is rated in one of the four highest generic ratings categories by a credit rating agency that
meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit the transfer of such Certificate
to a Plan.


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement.


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement for
the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements
and similar items in respect of the related Mortgaged Property.


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


“Excess Interest”:
With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date allocable
to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon (to the extent permitted by applicable
law and the related Loan Documents). The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust REMIC, but rather
shall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will
be no Excess Interest. Accordingly, all references in this Agreement to “Excess Interest” shall be disregarded.


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest. If there is Excess Interest, the Class S Certificates and the Class VRR Certificates
shall be the only Classes of Excess Interest Certificates issued under this Agreement. Because the Trust Fund will not include ARD Mortgage
Loans as of the Closing Date, there will be no Excess




    	 	- 57 -	 



     


    

Interest. Accordingly, there will be no Excess
Interest Certificates and all references to “Excess Interest Certificate” and “Excess Interest Certificates” shall
be disregarded.


“Excess Interest
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(e)
of this Agreement in trust for the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner, which (subject
to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Computershare Trust Company,
National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the
benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
and Class S, and the Uncertificated VRR Interest Owner, Excess Interest Distribution Account.” Any such account shall be an
Eligible Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest
Certificates and the Uncertificated VRR Interest Owner. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC,
but rather shall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date,
there will be no Excess Interest. Accordingly, there will be no Excess Interest Distribution Account and all references to “Excess
Interest Distribution Account” shall be disregarded.


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder pursuant to the
related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been made,
and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date on
which such proceeds were received. With respect to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds shall mean such Outside
Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the
applicable Outside Servicing Agreement and the related Co-Lender Agreement that are received by the Trust.


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement in trust for the Certificateholders and the Uncertificated Interest Owners, which (subject
to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Computershare Trust Company,
National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National Association, as Trustee, for the
benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3,
and the Uncertificated Interest Owners, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.


“Excess Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), the sum of (A) the excess of
(i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a Serviced
Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional Trust
Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed by the
related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special




    	 	- 58 -	 



     


    

Servicing Fees, Workout Fees and Liquidation
Fees, and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with respect to the related Serviced Mortgage
Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Advances and Additional Trust Fund
Expenses shall be reimbursed from such Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously paid or
reimbursed from Modification Fees as described in the preceding clause (A), which Advances and Additional Trust Fund Expenses have
been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned
by the Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage
Loan (or Serviced Whole Loan, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Whole Loan,
if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the
Special Servicer prior to such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) ceasing to be a Corrected Loan shall no
longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable)
ceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Whole Loan,
if applicable). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the Special Servicer shall be entitled to
a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment
or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance,
discounted or full payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer
in connection with such subsequent modification, waiver, extension or amendment (or, as contemplated by the preceding proviso, a prior
modification, waiver, extension or amendment) shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above.
Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking
into account any offset described above applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced
Whole Loan, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Serviced
Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.


“Excess Penalty
Charges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all
Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed Advances
and Additional Trust Fund Expenses (including, without limitation, Advances and interest on Advances to the extent not otherwise paid
or reimbursed by the related Mortgagor, Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred
on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s)) with respect to such Serviced Loan and reimbursed
from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance
with Section 3.14 of this Agreement and (B) Advances and expenses previously paid or reimbursed from Penalty Charges
as described in the immediately preceding clause (A), which Advances and expenses have been recovered from the related Mortgagor
or otherwise.


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, with respect to the Mortgage Loans, the aggregate of any Prepayment
Interest Shortfalls




    	 	- 59 -	 



     


    

resulting from any principal prepayments made
on the Mortgage Loans to be included in the Aggregate Available Funds for such Distribution Date that are not covered by the portion of
the Master Servicer’s Compensating Interest Payment for the related Distribution Date allocable to the Mortgage Loans or, in the
case of an Outside Serviced Mortgage Loan, the portion of any compensating interest payments allocable to such Outside Serviced Mortgage
Loan to the extent received from the related Outside Servicer.


“Excess Servicing
Fees”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), that portion of
the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), a rate per
annum equal to the Servicing Fee Rate minus (i) if such Mortgage Loan is a Serviced Mortgage Loan and no primary servicing fee rate
or subservicing fee rate is payable to a party other than Midland, 0.00125% or (ii) if such Mortgage Loan is a Serviced Mortgage Loan
and a primary servicing fee rate or subservicing fee rate is payable to a party other than Midland, 0.000625% plus any such primary servicing
fee rate or subservicing fee rate payable to a party other than Midland or (iii) if such Mortgage Loan is an Outside Serviced Mortgage
Loan, 0.000625% plus any outside servicing fee rate payable to the related Outside Servicer; provided that such rate shall be subject
to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no
successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant
to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee
to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02
of this Agreement.


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), the right to
receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner
of such Excess Servicing Fee Right.


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or any
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Mortgage
Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”, the Controlling
Class Representative or Controlling Class Certificateholder, as the case may be, shall provide notice in the form of Exhibit M-1F
hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate
Administrator, which such notice shall be delivered in accordance with Section 12.04 of this Agreement and shall specifically
identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded
Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit M-1G
hereto, which notice shall provide the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice




    	 	- 60 -	 



     


    

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.


“Excluded Controlling
Class Mortgage Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling
Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance of doubt,
if a Mortgage Loan or a Whole Loan is not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Whole Loan also is not
an Excluded Mortgage Loan.


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling
Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially Serviced
Loans conducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b)
supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s
net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition
reports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded
Controlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be. 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 and CREFC® Special Servicer
Property File relating to any Excluded Controlling Class Mortgage 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 for posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32
hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.32 hereof.


“Excluded Mortgage
Loan”: If the Controlling Class Representative is the Directing Holder with respect to the subject Mortgage Loan, a Mortgage
Loan or related Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or a Controlling
Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than 50% of the Controlling Class (by
Certificate Balance) is (or are) a Borrower Party (or are Borrower Parties, as applicable). For the avoidance of doubt, any Excluded Mortgage
Loan is also an Excluded Controlling Class Mortgage Loan.


“Excluded Mortgage
Loan Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.




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“Excluded RRCP Mortgage
Loan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage Loan or Whole Loan
with respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such Risk Retention Consultation Party
is a Borrower Party.


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports solely relating
to such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including,
without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports, any
Officer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special Servicer or the Trustee pursuant
to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor
Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable, shall be entitled to
access and view any Operating Advisor Annual Report relating to itself, even if such report also includes information about any Excluded
Special Servicer Mortgage Loan), any determination of the related Excluded Mortgage Loan Special Servicer’s net present value calculation,
any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition reports and such other
information and reports designated as Excluded Special Servicer Information (other than such information with respect to such Excluded
Special Servicer Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the
related Excluded Mortgage Loan Special Servicer or the Operating Advisor, as the case may be. 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 and CREFC® Special Servicer Property File relating to any Excluded Special Servicer Mortgage
Loan, which shall be Excluded Special Servicer Information) shall not be considered “Excluded Special Servicer Information.”


“Excluded Special
Servicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Whole Loan with respect to which the related
Special Servicer, to its knowledge, is a Borrower Party.


“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting
information provided by the Special Servicer to any applicable Directing Holder or Consulting Party or, if different, the Operating Advisor
or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any
communications (other than the related Asset Status Report) between the Special Servicer, on the one hand, and any applicable Directing
Holder or Consulting Party, on the other hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report
shall be considered to be a Final Asset Status Report unless any applicable Directing Holder has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this
Agreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise being implemented
by the Special Servicer in accordance with this Agreement.




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“Final Dispute Resolution
Election Notice”: As defined in Section 2.03(g) of this Agreement.


“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan (or, in
the case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement) or REO Mortgage Loan,
as the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to an Outside
Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable Outside Servicing
Agreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately be recoverable; provided
that with respect to each Outside Serviced Mortgage Loan, the Final Recovery Determination shall be made by the related Outside Special
Servicer in accordance with the applicable Outside Servicing Agreement.


“Fitch”:
Fitch Ratings, Inc. or 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 and the Special
Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined
by the Depositor) of the party so designated.


“Form 8-K
Disclosure Information”: As defined in Section 10.07 of this Agreement.


“General Special
Servicer”: As defined in Section 6.08(i) of this Agreement.


“Global Certificates”:
Any Certificate registered in the name of the Depository or its nominee.


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan or Companion Loan.


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and, if established,
the Excess Interest Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates. There will not
be any VRR Specific Grantor Trust Assets or Class S Specific Grantor Trust Assets, and no Excess Interest Distribution Account will be
established. Accordingly, there will not be a Grantor Trust and all references in this Agreement to “Grantor Trust” shall
be disregarded.


“Grantor Trust Certificates”:
Any class of commercial mortgage pass-through certificates issued under this Agreement that is designated as evidencing an interest
in the Grantor Trust. If there is a Grantor Trust, the Class S Certificates and the Class VRR Certificates shall be the only Classes
of Grantor Trust Certificates issued under this Agreement. There will be no




    	 	- 63 -	 



     


    

Grantor Trust. Accordingly, there will be no
Grantor Trust Certificates, and all references in this Agreement to “Grantor Trust Certificate” and “Grantor Trust Certificates”
shall be disregarded.


“Grantor Trust Provisions”:
Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant
to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other
environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in
inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in
the foregoing definition.


“Holder”:
(a) With respect to any Certificate, a Certificateholder, (b) with respect to any Uncertificated Interest, the related Uncertificated
Interest Owner, and (c) with respect to any Lower-Tier Regular Interest, the Trustee for the benefit of the Certificateholders. For
the avoidance of doubt, no Class VRR Certificates will be issued under this Agreement. Accordingly, all references in this Agreement to
“Holder of the Class VRR Certificates” and “Holders of Class VRR Certificates” shall be disregarded.


“HRR Interest”:
Collectively, the Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates, which are purchased for cash by the Third Party Purchaser
from the Initial Purchasers on the Closing Date.


“HRR Interest Transfer
Restriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest of: (i) the date that
is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33% of
the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate Balance
of the Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest has been reduced
to 33% of the sum of the aggregate outstanding Certificate Balance of the Principal Balance Certificates and the Uncertificated VRR Interest
Balance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2) years after the Closing Date; (ii) the date on
which all of the Mortgage Loans have been defeased in accordance with Rule 7(b)(8)(i) of Regulation RR; and (iii) the date on which Regulation
RR has been officially abolished (and the securitization transaction contemplated by this Agreement is not subject to any other applicable
credit risk retention requirements under the Dodd-Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor
and the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction
contemplated by this Agreement or the HRR Interest.




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“Icon One Daytona
Whole Loan”: The Whole Loan identified on the Whole Loan Table as related to the Mortgaged Property identified on the Mortgage
Loan Schedule as Icon One Daytona.


“Icon One Daytona
Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Icon One Daytona.


“Icon One Daytona
REMIC”: A segregated asset pool designated as a REMIC pursuant to the Icon One Daytona REMIC Declaration consisting of the Icon
One Daytona Mortgage Loan and other related assets, collections thereon, any related REO Property acquired in respect thereof and all
proceeds of such REO Property, other property related thereto, and amounts received in respect thereof from time to time.


“Icon One Daytona
REMIC Declaration”: The REMIC declaration dated August 17, 2022, made by 3650 REIT and related to the Icon One Daytona REMIC.


“Icon One Daytona
REMIC Regular Interest”: With respect to the Icon One Daytona REMIC, the uncertificated “regular interest”, within
the meaning of Section 860G(a)(1) of the Code, in the Icon One Daytona REMIC and as set forth in the Icon One Daytona REMIC Declaration.
For the avoidance of doubt, the principal balance of the Icon One Daytona REMIC Regular Interest shall at all times equal to the outstanding
Stated Principal Balance of the Icon One Daytona Mortgage Loan (or, if applicable, the deemed Stated Principal Balance of any successor
REO Loan). The interest rate on the Icon One Daytona REMIC Regular Interest shall be the Mortgage Rate of the Icon One Daytona Mortgage
Loan. Payments and other collections of amounts received on or in respect of the Icon One Daytona Mortgage Loan (or any related REO Property
allocable thereto) shall be deemed distributable on the Icon One Daytona REMIC Regular Interest to the extent of the principal, interest
at the related Mortgage Rate and Yield Maintenance Charges due thereon.


“Icon One Daytona
REMIC Residual Interest”: With respect to the Icon One Daytona REMIC, the sole class of “residual interests”, within
the meaning of Section 860G(a)(2) of the Code, in the Icon One Daytona REMIC and as set forth in the Icon One Daytona REMIC Declaration,
beneficial ownership of which shall be evidenced by the Class R Certificates.


“Impermissible Risk
Retention Affiliate”: As defined in Section 3.34 of this Agreement.


“Impermissible TPP
Affiliate”: As defined in Section 3.34 of this Agreement.


“Indemnified Party”:
As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement, as the context requires.


“Indemnifying Party”:
As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, of this Agreement,
as the context requires.


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset




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Representations Reviewer, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Controlling Class Representative, any Risk Retention Consultation Party, any Mortgagor,
any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is not
connected with any such Person 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 Mortgage Loan Sellers, the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any Affiliate thereof merely because such Person is (A) compensated for services by, or (B) the beneficial owner of 1% or
less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer,
the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, any
Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, as the case
may be, provided that such ownership constitutes less than 1% of the total assets owned by such Person.


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the
meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests 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 or
35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any
income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning
of Treasury Regulations Section 1.856-4(b)(5) (except 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 (at the expense of the
party seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator
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) if the Master Servicer, on behalf of itself, the Trustee and the Certificate Administrator
has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) 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 Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or
cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income
would otherwise so qualify).


“Initial Purchasers”:
BMO Capital Markets Corp., UBS Securities LLC, Citigroup Global Markets Inc., Regions Securities LLC, Bancroft Capital, LLC and Drexel
Hamilton, LLC.


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner (in either case, other than a Holder or Certificate Owner
of the Class VRR Certificates) to deliver a Certificateholder Repurchase Request as described in Section 2.03(f) with
respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial Requesting




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Certificateholder with respect to any Mortgage
Loan, and a Holder of a Class VRR Certificate may not be an Initial Requesting Certificateholder.


“Initial Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the Initial Schedule
AL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


“Initial Schedule
AL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE or,
if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


“Initial Uncertificated
VRR Interest Owner”: With respect to the Uncertificated VRR Interest, BMO.


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


“Institutional Accredited
Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including an Outside
Serviced Mortgage Loan); provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds”
under this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the
Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement or, if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing
Agreement.


“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.


“Interest Accrual
Amount”: (a) With respect to any Distribution Date and any Class of Non-Vertically Retained Principal Balance Certificates,
an amount equal to interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on
the related Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with respect to any Distribution Date
and a Class of the Class X Certificates, an amount equal to the Accrued Component Interest for the related Interest Accrual Period
for the applicable Component (or, if there are multiple related Components, the sum of the Accrued Component Interest for the related
Interest Accrual Period for all of the respective Components) for such Class for such Interest Accrual Period. Calculations of interest
for each Interest Accrual Period shall be made on 30/360 Basis.




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“Interest Accrual
Period”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date occurs.


“Interest Distribution
Amount”: With respect to any Distribution Date and any Class of Non-Vertically Retained Regular Certificates, an amount
equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the
Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall
with respect to the Mortgage Pool allocated to such Class on such Distribution Date pursuant to Section 4.01(j).


“Interest Reserve
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National
Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3, and the Uncertificated Interest Owners, Interest Reserve Account” and which shall be an Eligible
Account.


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Non-Vertically Retained Regular Certificates, subject to increase as provided
in Section 4.01(g) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining
unpaid as of the close of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law,
(i) in the case of a Class of Non-Vertically Retained Principal Balance Certificates, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date, and (ii) in the case
of a Class of Interest-Only Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for the subject
Distribution Date.


“Interested Person”:
As of any date of determination, any party to this Agreement, any Mortgage Loan Seller, any applicable Directing Holder or Consulting
Party, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged
by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer
of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted
Serviced Whole Loan, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by
such special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder or its Companion
Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee
or the Certificate Administrator to be an Affiliate of any of the preceding entities.


“Interest-Only
Certificates”: The Class X-A, Class X-D and Class X-E Certificates, collectively.


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or
executed by a Mortgagor, a loan




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directly or indirectly secured by any of the
foregoing or a hedging transaction (however structured) that references or relates to any of the foregoing.


“Investment Account”:
As defined in Section 3.07(a) of this Agreement.


“Investment Company
Act”: The Investment Company Act of 1940, as it may be amended from time to time.


“Investment Decisions”:
Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf
of the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate
thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person
on whose behalf the Master Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Operating Advisor or
any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable,
has discretion in connection with Investments.


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective purchaser
of a Certificate (or any investment advisor or manager of the foregoing), an Uncertificated Interest Owner, the Controlling Class Representative
(to the extent the Controlling Class Representative is not a Certificateholder or a Certificate Owner), a Risk Retention Consultation
Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner) or a Serviced Companion Loan
Holder or its Companion Loan Holder Representative, and that:


(i) for purposes of obtaining
certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant
to this Agreement,


(A) (1) in the case
of a Person that is not the Controlling Class Representative or a Controlling Class Certificateholder, such Person is or is not a
Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling Class Representative
or any Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded Controlling Class Mortgage
Loan, and


(B) except in the case
of a Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus,


which certificate shall be
substantially in the form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C, Exhibit M-1D
or Exhibit M-1E to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website, and/or


(ii) for purposes of
exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, an Uncertificated Interest Owner or a Serviced
Companion Loan Holder or its Companion Loan Holder Representative),




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(A) (1) such Person
is not a Borrower Party or (2) in the case of the Controlling Class Representative or any Controlling Class Certificateholder,
such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan,


(B) such Person is
or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing,
and


(C) such Person
has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B
to this Agreement or in the form of an electronic certification (which may be a click-through confirmation) contained on the Certificate
Administrator’s Website or the Master Servicer’s website.


For purposes of clause (i)(A)(1)
of this “Investor Certification” definition, in the case of a Whole Loan with a related Directing Holder or Consulting Party
(other than the Controlling Class Certificateholder or a Risk Retention Consultation Party), such Directing Holder or Consulting Party,
as applicable, will be required to certify also that it is or is not a borrower party, borrower restricted party, restricted holder or
any other similar term that is applicable to such party under the related Co-Lender Agreement, and for such purposes references to “Borrower
Party” will be deemed to refer also to such analogous term in the related Co-Lender Agreement.


The Certificate Administrator
may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


For the avoidance of doubt
if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such Person (A) shall
be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling Class Mortgage
Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment rights as a member
of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.


“Investor Q&A
Forum”: As defined in Section 4.02(a) of this Agreement.


“Investor Registry”:
As defined in Section 4.02(a) of this Agreement.


“IRS”:
The Internal Revenue Service.


“KBRA”:
Kroll Bond Rating Agency, LLC or 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 and the
Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined
by the Depositor) of the party so designated.


“Legal Fee Reserve
Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(i), in the name
of the “Legal Fee Reserve




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Account”, into which the amounts set
forth in Section 5.05(i) shall be deposited directly and which must be an Eligible Account. The Legal Fee Reserve Account shall
be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of
any Trust REMIC.


“Liquidation Event”:
With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events: (i) such Mortgage Loan (or Serviced Whole
Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced Whole Loan); (iii) such
Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired by the Special Servicer, the Master Servicer,
the Holders of the Controlling Class, Holders of the Class R Certificates, the Remaining Certificateholder, pursuant to Section 9.01
of this Agreement; (v) such Mortgage Loan (or Serviced Whole Loan) is purchased by the holder of a mezzanine loan or a Subordinate
Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement or similar agreement; (vi) the taking
of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan
(or Serviced Whole Loan or relevant portion thereof) is purchased by any Person in accordance with Section 3.17 of this Agreement;
or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous
to those set forth in the preceding clauses contained in the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement.
With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan(s)), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired
by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining
Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by
exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan or
a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement or similar agreement; or
(v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.


“Liquidation Expenses”:
All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect thereof or final
payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage
commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).


“Liquidation Fee”:
(i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled
partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related Mortgagor,
(ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) repurchased
or substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section 2.03 of this Agreement,
and (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) as to which the Special Servicer receives




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Liquidation Proceeds (including through a trustee’s
sale, foreclosure sale or otherwise), Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable
Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges);
provided that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of
any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property
as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by the
preceding proviso with respect to offset in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee
will be less than $25,000 with respect to any Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable); provided,
further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Whole Loan or any
Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii) through (v) of the first sentence of the definition
of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute
for such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect that gave
rise to the particular repurchase or substitution obligation, and (B) clause (v), the applicable mezzanine loan holder (based
on a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan Holder (based on
a purchase option set forth under the related Co-Lender Agreement) does not purchase such Serviced Mortgage Loan or Serviced Whole
Loan within 90 days of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable
under the related intercreditor agreement or the related Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or
(iv) of the second sentence of the definition of Liquidation Event (unless with respect to clause (iv), the applicable mezzanine
loan holder (based on a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan
Holder (based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such REO Property within 90 days
of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related
intercreditor agreement or the related Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero with respect
to any Serviced Mortgage Loan or Serviced Whole Loan or any Mortgaged Property with respect to which a Loss of Value Payment is made as
contemplated by Section 2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not make the particular
Loss of Value Payment with respect to such Mortgage Loan until after more than 120 days following its receipt of notice or discovery
of the Material Defect that gave rise to the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with respect
to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage
Loan Seller’s receipt of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the
outstanding principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced
Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the
definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation Proceeds or payment are
received within 90 days following the related default in connection with the full and final payoff or refinancing of the related
Serviced Mortgage Loan or Serviced Whole Loan, if applicable, the Special Servicer will not be entitled to collect a




    	 	- 72 -	 



     


    

Liquidation Fee, but may collect and retain
appropriate fees from the related Mortgagor in connection with such liquidation. For the avoidance of doubt, no Liquidation Fee is payable
in connection with an optional termination of the Trust pursuant to Section 9.01.


“Liquidation Fee
Rate”: A rate equal to the lesser of (a) 1.0% or (b) with respect to any Serviced Mortgage Loan (or related Serviced Whole Loan,
if applicable), such lesser rate as would result in a Liquidation Fee of $1,000,000; provided, however, that except as contemplated
in the definition of “Liquidation Fee”, no Liquidation Fee with respect to any Serviced Mortgage Loan (or related Serviced
Whole Loan, if applicable) will be less than $25,000.


“Liquidation Proceeds”:
The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff (or unscheduled
partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) with respect to a Specially
Serviced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to
the Collection Account in accordance with Section 3.06(c) 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), or (iv) the transfer of any Threshold
Event Collateral to the related Whole Loan Custodial Account pursuant to Section 3.28(e) of this Agreement.


“LMF”:
LMF Commercial, LLC, and its successors in interest.


“LMF Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between LMF and the Depositor.


“LMF Mortgage Loans”:
The Mortgage Loans (or portions thereof) transferred by LMF to the Depositor and/or the Trust pursuant to the LMF Mortgage Loan Purchase
Agreement and this Agreement.


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor,
pursuant to which such Mortgage Loan or Serviced Whole Loan was made.


“Loan Documents”:
With respect to any Mortgage Loan, or Serviced Whole Loan, the documents executed or delivered in connection with the origination or any
subsequent modification of such Mortgage Loan or Serviced Whole Loan, as applicable, or subsequently added to the related Mortgage File,
and any related Co-Lender Agreement and/or intercreditor agreement.


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


“Loan REMIC”:
The Icon One Daytona REMIC.




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“Loan REMIC Regular
Interest”: The Icon One Daytona REMIC Regular Interest.


“Loan REMIC Residual
Distribution Account:” The account or accounts created and maintained as a separate account or accounts by the Certificate Administrator
pursuant to Section 3.05(d) of this Agreement, which shall be entitled “Computershare Trust Company, National Association,
as Certificate Administrator, on behalf of Computershare Trust Company, National Association , as Trustee, for the benefit of the registered
Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class R, Loan REMIC Residual
Distribution Account” and which must be an Eligible Account. The Loan REMIC Residual Distribution Account shall be held solely for
the benefit of the Holders of the Class R Certificates. The Loan REMIC Residual Distribution Account shall be an asset of the Trust,
but not an asset of any Trust REMIC.


“Loan REMIC Residual
Interest”: The Icon One Daytona REMIC Residual Interest.


“Loan-Related Litigation”:
As defined in Section 3.33 of this Agreement.


“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan, as of any date of determination, the fraction, expressed as
a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable,
and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


“Lock-Box Account”:
With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced
Whole Loan to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account shall be beneficially owned
for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the
terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person
shall be taxed on all reinvestment income or gain thereon.


“Lock-Box Agreement”:
With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any, between the related originator(s)
and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.


“Loss of Value Payment”:
As defined in Section 2.03(a) 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 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not
part of the Grantor Trust or any Trust REMIC.


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of
each Lower-Tier Regular Interest shall be permanently reduced




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by all distributions of principal deemed to
have been made in respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this
Agreement, and shall be further permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have been allocated
thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier
Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier
Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated
by Section 4.01(g) of this Agreement.


“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5,
Class LA-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR,
Class LK-RR and Class LVRR Lower-Tier Regular Interests.


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than Excess
Interest and the assets held by the Loan REMIC), the Loan REMIC Regular Interest, any related REO Property (or a beneficial interest in
the applicable portion of the “REO Property” under the applicable Outside Servicing Agreement related to any Outside Serviced
Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property allocable to the related Mortgage Loan (other than any
such assets held by the Loan REMIC), other property of the Trust Fund related thereto and amounts (other than Excess Interest and any
interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Whole Loan
Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier
REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding the beneficial interest of any
Companion Loan Holder in an REO Property and any amounts allocable to the Companion Loans and any interest or other income earned on such
amounts allocable to the Companion Loans. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder will be
part of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National
Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3, and the Uncertificated Interest Owners, Lower-Tier REMIC Distribution Account” and which
must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.




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“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
Collectively:


(a)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties
securing such of the Serviced Loans as come into and continue in default;


(b)       any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges which the Master Servicer or the Special
Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including, without limitation,
any Payment Accommodation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver
of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any Serviced
Loan;


(c)       any
sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Companion Loan) or REO Property (other than
in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


(d)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


(e)       any
release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of the foregoing,
unless such action is otherwise required pursuant to the specific terms of the related Serviced Loan and there is no lender discretion;


(f)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan or, if
lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor
(including any interests in any applicable mezzanine borrower) or consent to the incurrence of additional debt, other than any such transfer
or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;


(g)       any
approval of property management company changes or franchise changes, in each case to the extent the lender is required to consent to,
or approve, such changes under the related Loan Documents, provided that with respect to property management company changes (i) the
Serviced Loan has an outstanding principal balance greater than $2,500,000, or (ii) the successor property manager is affiliated
with the related Mortgagor;


(h)       releases
of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” holdbacks,
escrows or reserves, other than those required pursuant to the specific terms of the related Serviced Loan and for which there is no lender
discretion;




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(i)        any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a
Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and for which
there is no lender discretion;


(j)        any
acceleration of a Serviced Loan following a default or an event of default with respect to a Serviced Loan, any initiation of judicial,
bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged Property;


(k)       the
determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Specially Serviced
Loan”;


(l)        any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement, in each case entered into
with any mezzanine lender or Companion Loan Holder or subordinate debt holder related to a Serviced Loan, or an action to enforce rights
with respect thereto and in each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates;


(m)      any
determination of an Acceptable Insurance Default; and


(n)       any
determination whether to permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement
or entry into a new ground lease other than pursuant to the specific terms of such Serviced Loan and for which there is no lender discretion;


provided, for the avoidance of doubt,
that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is set forth above as a Major
Decision shall constitute a Major Decision regardless of the fact that such action is being taken in connection with a defeasance; and,
provided, further, that, in the case of a Serviced Outside Controlled Whole Loan, “Major Decision” shall have the meaning
as such term or any analogous term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative
shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


“Major Decision
Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in
reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,
and (iii) information regarding any direct or indirect conflict of interest in the subject action, and (b) all information in the Special
Servicer's possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for such party
to exercise any consultation or consent rights available to such party under this Agreement. For the avoidance of doubt, the Special Servicer
may provide the information described in clauses (a)(i) and (a)(ii) above in the form of an Asset Status Report.


“Majority-Owned
Affiliate”: A “majority-owned affiliate” as defined under Regulation RR.




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“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest, or
any successor Master Servicer appointed as herein provided.


“Master Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.


“Master Servicer
Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties
of the Master Servicer under this Agreement.


“Material Breach”:
As defined in Section 2.03(a) of this Agreement.


“Material Defect”:
With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Mortgage
Loan.


“Material Document
Defect”: As defined in Section 2.03(a) of this Agreement.


“Maturity Date”:
With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced Companion
Loan, the Maturity Date for the related Mortgage Loan.


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


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


“Modification Fees”:
With respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver
or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the
Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any
fee in connection with a defeasance of such Serviced Loan.


“Modified Asset”:
Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant to
Section 3.24 of this Agreement in a manner that:


(a)       affects
the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current
with respect to such Serviced Loan);


(b)       except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material portion
of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property
collateral with a fair market value (as is), that is not less




    	 	- 78 -	 



     


    

than the fair market value (as is) of
the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely); or


(c)       in
the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or materially
reduces the likelihood of timely payment of amounts due thereon.


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion Loan),
and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is payable by the
related Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment. The Monthly Payment with respect
to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage Loan or Serviced Companion Loan that
is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an extension, shall
be the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged or the related
Maturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on the assumption that all
other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Whole Loan is the aggregate Monthly Payment
for the related Mortgage Loan and Serviced Companion Loan(s).


“Moody’s”:
Moody’s Investors Service, Inc. or 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 and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent
ratings (as reasonably determined by the Depositor) of the party so designated


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Whole Loan.


“Mortgage File”:
With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b), collectively the following
documents:


(1)       (A)
the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse, representation or warranty,
express or implied) to the order of “Computershare Trust Company, National Association, as Trustee, on behalf of the registered
Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 and the Uncertificated VRR
Interest Owner” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator
is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit
and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Whole Loan, a copy of the executed Note
for each related Serviced Companion Loan;




    	 	- 79 -	 



     


    

(2)       an
original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless
the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified
by the applicable recorder’s office;


(3)       an
original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals
or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable
recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned
has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if
such item is a document separate from the Mortgage), in favor of “Computershare Trust Company, National Association, as Trustee,
on behalf of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
and the Uncertificated VRR Interest Owner [and the holder of the related Serviced Companion Loan, as their interests may appear]”
or in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible
for recording such assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be
executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially
Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


(5)       the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Whole Loan, if applicable), in
favor of “Computershare Trust Company, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C3 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 and the Uncertificated VRR Interest Owner [and the holder
of the related Serviced Companion Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift
Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such
Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


(6)       originals
or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan
(or, if applicable, any Note of a Serviced Whole Loan) or the related Mortgage have been modified, in each case (unless the particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being
modified is a recordable document;


(7)       the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the
related Serviced Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding




    	 	- 80 -	 



     


    

commitment (which may be a “marked-up”
pro forma title policy marked as binding and executed by an authorized representative of the title insurer or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized representative of the title insurer) to issue such title insurance
policy;


(8)       an
original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any,
and any ground lessor estoppel;


(9)       an
original or copy of the related Loan Agreement, if any;


(10)     an
original of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;


(11)     an
original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan,
if any;


(12)     an
original or copy of the environmental indemnity from the related Mortgagor, if any;


(13)     an
original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate
from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


(14)     an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included
in the assignment described in clause (5)), in favor of “Computershare Trust Company, National Association, as Trustee, on
behalf of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
and the Uncertificated VRR Interest Owner [and the holder of the related Serviced Companion Loan, as their interests may appear]”;
provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest
of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days
after the Closing Date;


(15)     any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage
Loan (or the related Serviced Whole Loan, if applicable) or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment
thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the copy of such assignment
submitted or to be submitted for filing);


(16)     in
the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the original or a
copy of the related intercreditor agreement;


(17)     an
original or copy of any related environmental insurance policy;




    	 	- 81 -	 



     


    

(18)     a
copy of any letter of credit relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof (with
the original to be delivered to the Master Servicer);


(19)     copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort
letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort
letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy
of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time
period set forth in the penultimate paragraph of Section 2.01(b)), with the original of any replacement comfort letter to be included
in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such Mortgage Loan or the related
Serviced Whole Loan and any related assignment thereof; and


(20)     in
the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement;


(21)     in
the case of the Icon One Daytona REMIC, a copy of the Icon One Daytona REMIC Declaration;


provided that, whenever the term “Mortgage
File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in
the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule as of the
Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage Loan and each Outside
Serviced Mortgage Loan (but not the Companion Loans). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be
part of a “Mortgage Loan” or an asset of the Trust. Notwithstanding anything to the contrary in this Agreement, with respect
to each Co-sponsored Mortgage Loan (which consists of two or more separate notes contributed to the Trust by the related Applicable Co-sponsors),
the term “Mortgage Loan” shall mean the entire such Co-sponsored Mortgage Loan, except that (i) for the purposes of determining
any rights or obligations of BMO with respect to each BMO Co-sponsored Mortgage Loan under this Agreement or the BMO Mortgage Loan Purchase
Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion of
such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) and such promissory note(s) shall be treated
like a separate Mortgage Loan; and (ii) for the purposes of determining any rights or obligations of SMC with respect to each SMC Co-sponsored
Mortgage Loan under this Agreement or the SMC Mortgage Loan Purchase Agreement, except as otherwise provided in Section 11.02(b),
the term “Mortgage Loan” shall




    	 	- 82 -	 



     


    

refer to the portion of such SMC Co-sponsored
Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) and such promissory note(s) shall be treated like a separate Mortgage
Loan.


“Mortgage Loan Purchase
Agreement”: The BMO Mortgage Loan Purchase Agreement, the CREFI Mortgage Loan Purchase Agreement, the 3650 REIT Mortgage Loan
Purchase Agreement, the LMF Mortgage Loan Purchase Agreement, the UBS AG Mortgage Loan Purchase Agreement, the Sabal Mortgage Loan Purchase
Agreement, the ReadyCap Commercial Mortgage Loan Purchase Agreement, the Sutherland Asset I Mortgage Loan Purchase Agreement or the SMC
Mortgage Loan Purchase Agreement, as applicable.


“Mortgage Loan Schedule”:
The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list
shall set forth the following information with respect to each Mortgage Loan:


(i)        the
Loan Number;


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


(iii)      the
Cut-Off Date Balance;


(iv)      the
original Mortgage Rate;


(v)       the
(A) remaining term to maturity/ARD and (B) Maturity Date/ARD;


(vi)      in
the case of a Balloon Loan, the remaining amortization term;


(vii)     the
Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate”,
“Primary Servicing Fee Rate”, “Subservicing Fee Rate” and “Outside Servicing Fee Rate”) (separately
identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate);


(viii)    the
Mortgage Loan Seller(s);


(ix)        whether
the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


(x)         whether
the Mortgage Loan is an ARD Mortgage Loan;


(xi)       the
ARD Mortgage Loan final Maturity Date, if applicable;


(xii)      the
Revised Rate, if applicable;


(xiii)     whether
such Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii), (iv), (v), (vi) and
(vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Whole Loan; and:


(xiv)     whether
the related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.




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“Mortgage Loan Seller”:
Each of BMO, CREFI, 3650 REIT, LMF, UBS AG, Sabal, ReadyCap Commercial, Sutherland Asset I, SMC and their respective successors in interest.


“Mortgage Loan Seller
Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on
Exhibit S to this Agreement, or any successor thereto.


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion Loans or
any related REO Companion Loans.


“Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan), the per
annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such
Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement, in each case without
giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan or Serviced Companion Loan,
as the case may be.


“Mortgaged Property”:
The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with respect
to an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and any related
Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property
and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together with any personal property,
fixtures, leases and other property or rights pertaining thereto.


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original
obligor under such Note evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


“Mortgagor Accounts”:
As defined in Section 3.07(a) of this Agreement.


“Net Condemnation
Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO
Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts
required to be applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside
Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds
that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the
related Co-Lender Agreement.


“Net Insurance Proceeds”:
Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage
File or in accordance with the Servicing Standard, or with respect to the




    	 	- 84 -	 



     


    

environmental insurance policy, applied to
pay any costs, expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net
Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund
in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


“Net Liquidation
Proceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Whole Loan (including
an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


“Net Mortgage Rate”:
With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), the per annum rate equal to
the related Mortgage Rate minus the related Administrative Cost Rate.


“Net Mortgage Pass-Through
Rate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) that accrues
interest on a 30/360 Basis, for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan during the one-month
accrual period applicable to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution Date; and (b) with
respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) that accrues interest on an Actual/360 Basis,
for any Distribution Date, the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis
in order to produce the aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment
affecting same, that otherwise would have accrued) in respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate and, if
applicable, exclusive of any Excess Interest) during the one-month accrual period applicable to the Due Date for such Mortgage Loan
that occurs in the same month as that Distribution Date. However, with respect to each Mortgage Loan that accrues interest on an Actual/360
Basis, when determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a
leap year) or February of any year, beginning in 2023 (in any event unless that Distribution Date is the final Distribution Date), the
“aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same,
that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related
Withheld Amounts to be transferred to the Interest Reserve Account in such month; and (ii) the related Net Mortgage Pass-Through Rate
for the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February) in any
year, beginning in 2023, the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal
prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall
be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account for distribution on such
Distribution Date. In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for any Distribution Date shall
be determined without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to
by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency
or similar proceeding involving the related borrower; (ii) the occurrence and continuation of a default under such Mortgage Loan;
(iii) the passage of the related maturity date or, in the case of an ARD




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Mortgage Loan, the related Anticipated Repayment
Date; and (iv) the related Mortgaged Property becoming an REO Property. With respect to any Mortgage Loan held by a Loan REMIC, the
computations set forth above shall be made with respect to the related Loan REMIC Regular Interest instead of with respect to the related
Mortgage Loan.


“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 CREFC®.


“Net REO Proceeds”:
With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund with
respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof), net of any insurance
premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant to Section 3.16(b)
of this Agreement; provided that, in the case of an REO Property that relates to an Outside Serviced Mortgage Loan, “Net
REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the Trust Fund in connection with such
Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


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


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


“Non-Conforming
Policy”: As defined in Section 3.08(a) of this Agreement.


“Non-Exempt Person”
shall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator
for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant
to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the
Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate
Administrator to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided
to the Certificate Administrator pursuant to Section 5.03(o)(ii), shall be sufficient to evidence that such providing Person is
not a Non-Exempt Person.


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which
(a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of
(x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of
such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of
Certificates as of such date of determination and (z) any applicable Realized Losses previously allocated to such Class of Certificates
as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate




    	 	- 86 -	 



     


    

Balance of such Class of Certificates
less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that
Class of Certificates as of such date of determination.


“Non-Specially
Serviced Loan”: A Mortgage Loan that is not, and is not part of, a Specially Serviced Loan.


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


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


“Non-Vertically
Retained Available Funds”: With respect to any Distribution Date, an amount equal to the Non-Vertically Retained Percentage
of the Aggregate Available Funds for such Distribution Date.


“Non-Vertically Retained
Certificates”: All Certificates other than, if issued, the Class VRR Certificates.


“Non-Vertically
Retained Percentage”: An amount expressed as a percentage equal to 100% less the Vertically Retained Percentage. For the avoidance
of doubt, at all times, the sum of the Vertically Retained Percentage and the Non-Vertically Retained Percentage shall equal 100%.


“Non-Vertically
Retained Principal Balance Certificates”: All Non-Vertically Retained Certificates that are also Principal Balance Certificates.


“Non-Vertically
Retained Regular 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-D, Class X-E, Class A-S, Class B, Class C, Class D, Class E,
Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates, collectively.


“Non-Vertically
Retained Yield Maintenance Charge”: As defined in Section 4.01(d)(ii).


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections
3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable,
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 or any other recovery on or in respect of the related Mortgage Loan
or Serviced Whole Loan or REO Property, as applicable, 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 applicable Mortgage Loan(s) and REO Property or Properties.




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“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), any P&I Advance
previously made or proposed to be made in respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), as
applicable, or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the Special Servicer
has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not be ultimately recoverable
from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or such Subordinate Trust Companion Loan (or any successor REO
Companion Loan with respect thereto), as the case may be.


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect
of a Serviced Mortgage Loan, Serviced Whole Loan or REO Property by the Master Servicer, the Special Servicer or the Trustee, which Property
Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has determined pursuant to and
in accordance with Section 3.20 of this Agreement, would not or will not, as applicable, be ultimately recoverable from late
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Serviced Mortgage
Loan, Serviced Whole Loan or REO Property, as the case may be. Any Property Advance (including any Emergency Advance) that is not required
to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for
purposes of the Master Servicer’s, the Special Servicer’s or the Trustee’s entitlement to reimbursement for such Advance.
In the case of an Outside Serviced Mortgage Loan or any related REO Property, the term “Nonrecoverable Property Advance” shall
have the meaning assigned thereto in the Outside Servicing Agreement.


“Note”
or “Mortgage Note”: With respect to any Mortgage Loan or Companion 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 Mortgage Loan or Companion Loan,
as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.


“Notice of Termination”:
Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate
pursuant to Section 9.01(c).


“Notifying Party”:
As defined in Section 3.01(i).


“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b)
with respect to the Class X-D Certificates, the Class X-D Notional Amount, and (c) with respect to the Class X-E
Certificates, the Class X-E Notional Amount.


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.




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“NRSRO Certification”:
A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially
in the form attached as Exhibit M-5 hereto (which may also be provided electronically and executed by such NRSRO by means
of a “click-through” confirmation on the Rule 17g-5 Information Provider’s Website) that states that such NRSRO has
provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act
and that such NRSRO will keep any information obtained from the Rule 17g-5 Information Provider’s Website 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 Rule 17g-5 Information Provider’s Website.


“OCC”:
The Office of the Comptroller of the Currency, and its successors in interest.


“Offering Circular”:
The offering circular dated September 20, 2022 relating to the Private Certificates (other than the Class VRR and Class S Certificates).


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the
Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be.


“Operating Advisor”:
Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any successor Operating Advisor
appointed as herein provided.


“Operating Advisor
Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.


“Operating Advisor
Consultation Trigger Event”: With respect to any Serviced Loan, the event that occurs when the aggregate Certificate Balance
of the HRR Interest (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to the HRR Interest in accordance
with Section 3.10(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the HRR Interest; provided
that an Operating Advisor Consultation Trigger Event shall at all times be deemed to exist with respect to Excluded Mortgage Loans.


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000 or such
lesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), payable
pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, that the Operating Advisor
Consulting Fee shall be payable only to the extent such fee is actually received from 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; and provided, further that the Master Servicer or Special Servicer, as applicable, may
waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or
partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as




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applicable, shall consult with the Operating
Advisor on a non-binding basis prior to any such waiver or reduction).


“Operating Advisor
Fee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and any Distribution Date,
an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial
Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated
Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. Such fee shall be in addition to,
and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the
Operating Advisor Fee shall be payable from the Lower-Tier REMIC.


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00206% per annum with respect to each Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto).


“Operating Advisor
Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the
Operating Advisor under this Agreement.


“Operating Advisor
Standard”: As defined in Section 3.29(b) of this Agreement.


“Operating Advisor
Termination Event”: As defined in Section 7.06(a) of this Agreement.


“Opinion of Counsel”:
A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator,
except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions
on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition
of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must be an opinion
of counsel who is Independent of the Depositor, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations
Reviewer.


“Opting-Out Party”:
As defined in Section 6.09(h) of this Agreement.


“Other 17g-5
Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing
Agreement relating to a Serviced Companion Loan.




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“Other Asset Representations
Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation
AB) under an Other Pooling and Servicing Agreement.


“Other Crossed Loans”:
As defined in Section 2.03(a) of this Agreement.


“Other Depositor”:
With respect to a Serviced Companion Loan or a Serviced Whole Loan, the “depositor” (within the meaning of Item 1101(e) of
Regulation AB) of any related Other Securitization Trust.


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange
Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing
Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE and Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other
Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master
servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation
and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.


“Other Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


“Other Operating
Advisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a
Serviced Companion Loan.


“Other Operating
Advisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor Consultation Trigger
Event” (or analogous concept) under such related Regulation RR Other PSA.


“Other Pooling and
Servicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Whole Loan, the pooling and servicing
agreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities
backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Whole Loan
or the related Mortgage Loan.


“Other PSA Asset
Review”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such Serviced
Companion Loan conducted by any related Other Asset Representations Reviewer.


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Serviced Companion
Loan or successor REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.


“Other Servicer”:
The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.




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“Other Special Servicer”:
The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.


“Other Trustee”:
The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable, the
other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.


“Outside Certificate
Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable Outside
Servicing Agreement.


“Outside Controlling
Note Holder”: With respect to any Whole Loan that is, and only for so long as such Whole Loan is, a Serviced Outside Controlled
Whole Loan, at any such time, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion
Loan or a Subordinate Companion Loan) or such holder’s designated representative; provided that if, with respect to any Serviced
Outside Controlled Whole Loan, the related controlling note is included in a securitization trust, the Outside Controlling Note Holder
shall be the party designated under the pooling and servicing agreement, trust and servicing agreement or comparable agreement governing
the securitization of the related controlling note as authorized to exercise the rights of the holder of the related controlling note;
and provided, further, that the right of any such designated party to exercise some or all of such rights may terminate or shift to another
designated party upon the occurrence of certain trigger events if and to the extent set forth in the pooling and servicing agreement,
trust and servicing agreement or comparable agreement governing the securitization of the related controlling note. With respect to each
Servicing Shift Whole Loan, the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion
Loan or a Subordinate Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii)
cease to be an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB Whole Loan,
the holder of a related Subordinate Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate Companion
Loan (or, in the case of a Serviced AB Whole Loan with multiple Subordinate Companion Loans, at least one such Subordinate Companion Loan)
is not the subject of a “control appraisal period” (or analogous concept) and not held by a “borrower-related party”
(or analogous concept), in any event under the related Co-Lender Agreement.


“Outside Custodian”:
With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.


“Outside Depositor”:
With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.


“Outside Operating
Advisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing Agreement.


“Outside Paying
Agent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.


“Outside Securitization
Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f)
of Regulation AB) that holds a




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related Outside Serviced Companion Loan (or
any portion thereof or interest therein) and is created under the related Outside Servicing Agreement.


“Outside Service
Providers”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside Certificate
Administrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.


“Outside Serviced
Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Whole Loan. With respect to each Servicing Shift
Mortgage Loan and the related Servicing Shift Whole Loan, the related Co-Lender Agreement shall be an Outside Serviced Co-Lender
Agreement on and after the related Servicing Shift Date.


“Outside Serviced
Companion Loan”: Any Companion Loan that is part of an Outside Serviced Whole Loan. With respect to each Servicing Shift Mortgage
Loan and the related Servicing Shift Whole Loan, each related Companion Loan shall be an Outside Serviced Companion Loan on and after
the related Servicing Shift Date.


“Outside Serviced
Whole Loan”: Any Whole Loan that is not serviced under this Agreement, but instead is being serviced pursuant to the pooling
and servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization of a related Companion
Loan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender
Agreement. The only Outside Serviced Whole Loans related to the Trust as of Closing Date are the Whole Loans as to which “Outside
Serviced” is set forth in the Whole Loan Table under the column heading “Servicing Type.” Each Servicing Shift Whole
Loan shall be an Outside Serviced Whole Loan on and after the related Servicing Shift Date.


“Outside Serviced
Whole Loan Noteholders”: With respect to an Outside Serviced Whole Loan, the holder of the related Outside Serviced Mortgage
Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


“Outside Serviced
Mortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Whole Loan. Each Servicing Shift Mortgage Loan shall be
an Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.


“Outside Servicer”:
With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.


“Outside Servicing
Agreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Whole Loan, the pooling and servicing
agreement, trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that
includes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust
and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and the related Outside Serviced Companion
Loan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced Whole Loan and
the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside




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Servicing Agreements related to the Trust as
of the Closing Date are identified in the Whole Loan Table under the column heading “Outside Servicing Agreement.” With respect
to each Servicing Shift Mortgage Loan and the related Servicing Shift Whole Loan, on or after the related Servicing Shift Date, the related
Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


“Outside Special
Servicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.


“Outside Trustee”:
With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


“Ownership Interest”:
Any record or beneficial interest in a Class R Certificate.


“P&I Advance”:
As to any Mortgage Loan (including any Outside Serviced Mortgage Loan and any REO Mortgage Loan), any advance made by the Master Servicer
or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance
shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement of interest thereon
at the Advance Rate to but excluding the date of payment or reimbursement.


“Pari Passu Companion
Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu
in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date
are evidenced by the Notes identified in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s),” each
of which Notes evidences a separate Pari Passu Companion Loan.


“Pari Passu Indemnified
Items”: As defined in Section 3.01(j)(ii) of this Agreement.


“Pari Passu Indemnified
Party”: As defined in Section 3.01(j)(ii) of this Agreement.


“Pari Passu Whole
Loan”: A Whole Loan that includes a Pari Passu Companion Loan. The only Pari Passu Whole Loans related to the Trust are those
with related Notes listed in the Whole Loan Table under the column heading “Pari Passu Companion Loan(s).”


“Park West Village
Mortgage Loan”: The Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Park West Village.


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB
Pass-Through Rate, the Class X-A 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 X-D Pass-Through Rate, the
Class X-E Pass-Through Rate, the Class E Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class
G-RR Pass-Through Rate, the Class J-RR Pass-Through Rate and the Class K-RR Pass-Through




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Rate. The Class S Certificates, the Class R
Certificates and, other than for tax reporting purposes, the Combined VRR Interest do not have Pass-Through Rates.


“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.


“Payment Accommodation”:
With respect to any Serviced Mortgage Loan (or Serviced Whole Loan, if applicable), the entering into of any temporary forbearance agreement
as a result of the COVID-19 emergency (as reasonably determined by the Master Servicer (if the Master Servicer and Special Servicer agree
that the Master Servicer will determine) or the Special Servicer in accordance with the Servicing Standard) relating to payment obligations
or operating covenants under the related Loan Documents or the use of funds on deposit in any reserve account or escrow account for any
purpose other than the explicit purpose described in the related Loan Documents, that in each case (i) is entered into no later than the
date that is 3 months following the termination of the COVID-19 emergency declaration (including due to the absence of action to extend
the duration of the COVID-19 emergency declaration) and (ii) requires full repayment of deferred payments, reserves and escrows by the
earlier of (a) the date that is 21 months following the date of the Payment Accommodation for such Serviced Mortgage Loan (or Serviced
Whole Loan, if applicable) and (b) the maturity date for such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable). For purposes
of the foregoing, “COVID-19 emergency declaration” refers to the national emergency concerning the COVID-19 outbreak declared
by the President of the United States on March 13, 2020, and continued in effect by the President of the United States on February 24,
2021, under the National Emergencies Act (50 U.S.C. 1601 et seq).


“Payment Accommodation
Fee Cap”: As defined in Section 3.12(d).


“Penalty Charges”:
With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts actually collected thereon
from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest (in the case of any Split Mortgage
Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender Agreement, and, in the case of
a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and, in the case of an Outside Serviced Mortgage
Loan, any such amounts remitted by the related Outside Servicer to the Master Servicer).


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


“Performing Party”:
As defined in Section 10.12 of this Agreement.


“Performing Serviced
Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.




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“Performing Serviced
Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Whole Loan, as the
context may require.


“Performing Serviced
Whole Loan”: A Serviced Whole Loan that is not a Specially Serviced Loan or an REO Whole Loan.


“Performing Serviced
Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c),
shall) mature on the Distribution Date) and a maximum maturity of 365 days (except for the investment in clause (viii) below), regardless
of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates
and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Companion Loan Rating
Agency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates
and Serviced Companion Loan Securities:


(i)        direct
obligations of, or obligations fully guaranteed as to payment of principal and interest by, the U.S. Treasury; Small Business Administration-guaranteed
participation certificates and guaranteed pool certificates; U.S. Department of Housing and Urban Development public housing agency
bonds; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities or participation certificates; and Resolution
Funding Corp. debt obligations; provided, however, that the investments described in this clause must (A) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,
and (C) such investments must not be subject to liquidation prior to their maturity;


(ii)       Federal
Housing Administration debentures;


(iii)      obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System
(consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal National Mortgage
Association (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,
(C) such investments must not be subject to liquidation prior to their maturity, and (D) in each case, be rated no less than the
Applicable S&P Permitted Investment Rating




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by S&P (or, if not rated by S&P,
otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


(iv)      federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank,
the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch, (B) the Applicable S&P
Permitted Investment Rating by S&P, (C) if rated by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the case
of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency and KBRA) and (D) the Applicable Moody’s Permitted Investment Rating by Moody’s or such lower rating
by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating to any applicable Serviced
Companion Loan Securities; provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z)
such investments must not be subject to liquidation prior to their maturity;


(v)       demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan
association or savings bank, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch,
(B) the Applicable S&P Permitted Investment Rating by S&P, (C) if rated by KBRA, the Applicable KBRA Permitted Investment Rating
by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency and KBRA) and (D) the Applicable Moody’s Permitted Investment Rating by Moody’s
or such lower rating by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating to any
applicable Serviced Companion Loan Securities; provided, however, that the investments described in this clause must (x) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,
and (z) such investments must not be subject to liquidation prior to their maturity;


(vi)      debt
obligations issued by an entity, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating
by Fitch, (B) ) the Applicable S&P Permitted Investment Rating by S&P, (C) if rated by KBRA, the Applicable KBRA Permitted Investment
Rating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency and KBRA) and (D) the Applicable Moody’s Permitted Investment Rating by Moody’s
or such lower rating by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating to any
applicable Serviced Companion Loan Securities; provided, however, that the investments described in this clause must (x) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a




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variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z)
such investments must not be subject to liquidation prior to their maturity;


(vii)     commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) payable on demand or on a specified
date maturing in one (1) year or less from the date of acquisition thereof issued by any corporation or other entity organized under the
laws of the United States or any state thereof, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment
Rating by Fitch, (B) the Applicable S&P Permitted Investment Rating by S&P, (C) if rated by KBRA, the Applicable KBRA Permitted
Investment Rating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA) and (D) the Applicable Moody’s Permitted Investment
Rating by Moody’s or such lower rating by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s
relating to any applicable Serviced Companion Loan Securities; provided, however, that the investments described in this clause must (x)
have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate
of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately
with that index, and (z) such investments must not be subject to liquidation prior to their maturity;


(viii)    units
of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share,
so long as such funds are (A) rated by Fitch in its highest money market fund ratings category, (B) rated “AAAm” by S&P
and (C) rated at least “Aaa-mf” by Moody’s (or, if not rated by any such Rating Agency or Companion Loan Rating Agency,
otherwise acceptable to KBRA and such Rating Agency or Companion Loan Rating Agency, as applicable, as confirmed in a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable);


(ix)      any
other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating
Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion
Loan Rating Agency; and


(x)       such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure
to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) through (ix)
above, with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained
from each Rating Agency and Companion Loan 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, demand obligation or any other obligation, security or investment;


provided, however, that (A) such
instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return
in the nature of interest, (B) such instrument shall have an unqualified rating (i.e., one with no qualifying suffix), with the exception




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of ratings with regulatory indicators, such
as the “(sf)” subscript, and unsolicited ratings, (C) such instrument shall have a predetermined fixed dollar of principal
due at maturity that cannot vary or change, and (D) no instrument or security shall be a Permitted Investment if (i) such instrument
or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived
from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment,
(iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed
at a price below the purchase price; and provided, further, that no amount beneficially owned by a 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 the expense of the party directing such Permitted Investment,
to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments may not be purchased
at a price in excess of par.


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees, banking fees,
title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review 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 Serviced Loan or
REO Property, in each case, in accordance with Article III of this Agreement.


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent of such Person 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
Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly
(other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person
or (e) a U.S. Tax Person with respect to which income from a 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, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


“Plan”:
As defined in Section 5.03(n) of this Agreement.


“Plan Investor”:
As defined in Section 5.03(n) of this Agreement.


“Preliminary Dispute
Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


“Preliminary Prospectus”:
The prospectus dated September 14, 2022, relating to the Public Certificates.




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“Prepayment Assumption”:
The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided, that it is assumed that any ARD
Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


“Prepayment Interest
Excess”: With respect to any Distribution Date, for each 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 after the related Due Date in such Collection Period, the amount of interest (net of the related Servicing Fee and any related
Excess Interest and Default Interest) that accrued on the amount of such Principal Prepayment during the period commencing from such Due
Date to, but not including, the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage
Loan or Serviced Whole Loan (or any later date through which interest accrues), to the extent collected from the related Mortgagor (without
regard to any related Yield Maintenance Charge actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to
the Trust Fund.


“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each 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 (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related
Co-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of interest (net of the related Servicing
Fee and any related Excess Interest and Default Interest) to the extent not collected from the related Mortgagor (without regard to any
Yield Maintenance Charge that may be collected), that would have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of such Mortgage Loan or Serviced
Whole Loan through the end of the one-month accrual period applicable to such Due Date, inclusive. A Prepayment Interest Shortfall
in respect of any Mortgage Loan held by a Loan REMIC shall be a Prepayment Interest Shortfall in respect of the related Loan REMIC Regular
Interest.


“Primary Collateral”:
With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing
such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may
only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(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. The
Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of the Prime Rate in accordance
with the parenthetical in the preceding sentence.




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“Principal Balance
Certificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.


“Principal Distribution
Amount”: With respect to any Distribution Date and the Non-Vertically Retained Principal Balance Certificates, the sum of (i)
the Non-Vertically Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution Date and (ii) the Principal
Shortfall, if any, for such Distribution Date.


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment other than any amount paid in connection with the release of the related
Mortgaged Property through defeasance.


“Principal Shortfall”:
For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date
exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance
Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.


“Private Certificates”:
The Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR, Class VRR,
Class S and Class R Certificates, collectively.


“Privileged Information”:
Any (i) correspondence or other communications between any Directing Holder or Consulting Party (other than the Operating Advisor),
on the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent or
consultation rights of such Directing Holder or Consulting Party (other than the Operating Advisor) under this Agreement or any Co-Lender
Agreement, as applicable, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified
as privileged or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations with
the related Mortgagor or other interested party, and (iii) information subject to attorney-client privilege (that has been identified
or otherwise communicated as being subject to such privilege).


“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, taxing authorities or other governmental agencies, (c) such
Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the
Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any
affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate
(which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special
Servicer, the applicable Directing Holder, the applicable Consulting Parties,




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the Operating Advisor, the Certificate Administrator,
the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special
Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated
by the Master Servicer or the Special Servicer, any Directing Holder, any Consulting Party, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations
Reviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject
to the next sentence and the proviso to this sentence), any other Person who provides the Certificate Administrator with an Investor Certification
(subject to the next sentence and the proviso to this sentence), any Rating Agency, and any other NRSRO that delivers a NRSRO Certification
to the Certificate Administrator; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded
Information with respect to a related Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party (but
this exclusion shall not apply to any other Mortgage Loan). In no event shall a Borrower Party (other than a Risk Retention Consultation
Party if it is a Borrower Party) be considered a Privileged Person; provided that the foregoing shall not be applicable to, nor limit,
an Excluded Controlling Class Holder’s right to access information with respect to any Mortgage Loan other than Excluded Information
with respect to a related Excluded Controlling Class Mortgage Loan. For the avoidance of doubt, each applicable Directing Holder,
Controlling Class Certificateholder and Consulting Party (other than the Operating Advisor and the Risk Retention Consultation Party)
and the Special Servicer shall, at any given time, only be considered a Privileged Person with respect to any Mortgage Loans or Serviced
Whole Loans for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement will apply
only with respect to the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect to the related
Excluded Information (in the case of the Directing Holder or a Controlling Class Certificateholder) or the related Excluded Special
Servicer Information (in the case of the Special Servicer). In determining whether any Person is an Additional Servicer or an Affiliate
of the Operating Advisor, the Certificate Administrator may rely on a certification by the Master Servicer, the Special Servicer, any
Mortgage Loan Seller or the Operating Advisor, as the case may be.


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other customary,
reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and fees and expenses
of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing and
administration of a Serviced Mortgage Loan or Serviced Whole Loan, if a default is imminent thereunder or a default, delinquency or other
unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property (other than an REO
Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the cost of (a) compliance with the obligations
of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07
of this Agreement, (b) the preservation, insurance, restoration,




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protection and management of a related Mortgaged
Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial
proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update
thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of
any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall not include
allocable overhead of the Master Servicer, the Special Servicer or the Trustee, 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 any Mortgage Loan or REO Property pursuant to any provision of this Agreement or an
intercreditor agreement; and provided, further, that, no Property Advances shall be made with regard to a Subordinate Companion
Loan if the related Mortgage Loan is no longer held by the Trust. Each reference to the payment or reimbursement of a Property Advance
shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate
from and including the date of the making of such Advance to but excluding the date of payment or reimbursement. If and when used with
respect to an Outside Serviced Mortgage Loan or any related REO Property, the term “Property Advance” shall have the meaning
assigned thereto or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.


“Property Protection
Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.04,
3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of a Trust REMIC to be advanced
by the Master Servicer or the Trustee, as applicable.


“Proposed Course
of Action Notice”: As defined in Section 2.03(g) of this Agreement.


“Prospectus”:
The prospectus dated September 20, 2022, relating to the Public Certificates.


“PSA Party Repurchase
Request”: As defined in Section 2.03 of this Agreement.


“PTCE”:
Prohibited Transaction Class Exemption.


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


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


“Public Global Certificates”:
A Global Certificate relating to a Class of Public Certificates.


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the sum of the following (without duplication): (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the time of purchase less any portion of any Loss
of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan (or REO Property);
plus (b) all accrued and unpaid interest




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on the principal balance of such Mortgage Loan
(or the related REO Mortgage Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to
time through the Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any
Property Advances and Advance Interest Amounts with respect thereto that were reimbursed out of general collections on the Mortgage Loans)
(or, in the case of an Outside Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable to such Mortgage Loan
and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest
Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such amounts with respect to P&I
Advances related to such Outside Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion
of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) to the extent
not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional Trust Fund Expenses outstanding or
previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage Loan is being repurchased or substituted for by
a Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Material
Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amounts described in clause (e)
above); provided, however, that such expenses shall not include expenses incurred by Certificateholders or Certificate Owners
in instituting an Asset Review Vote Election, in taking part in an Affirmative 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(g) hereof;
plus (g) to the extent not otherwise included in the amount described in clause (e) above, any Liquidation Fee if and to the extent
payable in connection with the repurchase in accordance with the terms and conditions of this Agreement; plus (h) solely in the case
of a Mortgage Loan, any related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage
Loan Seller.


With respect to any REO Property
that relates to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount
calculated in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan(s) and, solely for purposes
of calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated
as if the REO Mortgage Loan consisted of the REO Mortgage Loan and all the related REO Companion Loan(s), if applicable.


“Qualified Bidder”:
As defined in Section 7.01(b) of this Agreement.


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of: (i) all policies not referred to in clause (ii) below,
an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose
claims paying ability is rated (a) at least “A” by Fitch (or, if not rated by Fitch, then either (x) an equivalent rating
such as that listed above by at least two NRSROs (which may include KBRA and/or S&P) or one NRSRO (which may include KBRA or S&P)
and A.M. Best) or (y)




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Fitch has issued a Rating Agency Confirmation
with respect to such insurance company), (b) at least “A-” by S&P (or, if not rated by S&P, then either (x) an
equivalent rating such as that listed above by at least two NRSROs (which may include KBRA and/or Fitch) or one NRSRO (which may include
KBRA or Fitch) and A.M. Best) or (y) S&P has issued a Rating Agency Confirmation with respect to such insurance company) and (c) at
least “A-“ by KBRA (or, if not rated by KBRA, then either (x) an equivalent rating such as that listed above by at least two
NRSROs (which may include S&P and/or Fitch) or one NRSRO (which may include S&P or Fitch) and A.M. Best) or (y) KBRA has issued
a Rating Agency Confirmation with respect to such insurance company); or (ii) in the case of the fidelity bond and the errors and
omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company that shall have a claims-paying
ability rated at least as follows by at least one of the following NRSROs: “A (low)” by DBRS Morningstar, “A-“
by S&P, “A-“ by Fitch, “A3” by Moody’s, “A-“ by KBRA or “A:X” by A.M. Best;
or (iii) in either case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause (i) or
(ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable, has received a Rating
Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity that satisfies all of the criteria,
other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance policy are
guaranteed or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance
company referred to therein).


“Qualified Mortgage”:
A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (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”, or any substantially similar successor provision).


“Qualified Substitute
Mortgage Loan”: A 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 deleted 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 deleted Mortgage Loan; (iii) have the same Due Date
as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted 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 years less than, the remaining term to stated maturity of the deleted Mortgage
Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value
ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 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 interests of the Certificateholders
or the Uncertificated Interest Owners) 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 Servicing
File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage
ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s




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expense); (xi) not have a maturity date
or an amortization schedule that extends to a date that is after the date that is five years prior to the Rated Final Distribution Date
for the rated Certificates; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not
be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation
(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 Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative;
(xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would
result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC other than a tax on income
expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have
an engineering report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; (xviii) be
current in the payment of all scheduled payments of principal and interest then due; and (xix) not be an ARD Mortgage Loan unless the
Mortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the event that more than one mortgage loan is substituted
for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall be determined on the basis
of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii) above, except 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 that no individual
Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or
subject to a cap equal to, the WAC Rate) of any Class of Non-Vertically Retained Principal Balance Certificates having a Certificate
Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage
Loan Seller shall certify that the replacement Mortgage Loan(s) meet(s) all of the requirements of the above definition and shall send
such certification to the Certificate Administrator and the Trustee and, so long as a Consultation Termination Event has not occurred
and is not continuing, the Controlling Class Representative.


“Rated Final Distribution
Date”: With respect to the rated Certificates, the Distribution Date occurring in September 2054.


“Rating Agency”:
Each of Fitch, S&P and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in existence,
“Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization 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 Fitch, S&P’s and KBRA herein referenced shall be deemed
to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated. References herein to the highest
long-term unsecured debt rating category of Fitch, S&P’s and KBRA shall mean “AAA” and, in the case of any other
rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.


“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




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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 upon receipt of a written waiver or other acknowledgment from
any applicable Rating Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation
is sought (such written notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.30
of this Agreement, the requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall
be deemed to have been satisfied.


“Rating Agency Declination”:
As defined in the definition of “Rating Agency Confirmation” in this Agreement.


“ReadyCap Commercial”:
ReadyCap Commercial, LLC, a Delaware limited liability company, and its successors in interest.


“ReadyCap Commercial
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between ReadyCap
Commercial, the ReadyCap Guarantor and the Depositor.


“ReadyCap Commercial
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by ReadyCap Commercial to the Depositor and/or the Trust
pursuant to the ReadyCap Commercial Mortgage Loan Purchase Agreement and this Agreement.


“ReadyCap Guarantor”:
Sutherland Partners L.P.


“Realized Loss”:
With respect to any Distribution Date:


(a)       with
respect to the Non-Vertically Retained Principal Balance Certificates and the Corresponding Lower-Tier Regular Interests for such Certificates,
the amount, if any, by which (i) the aggregate Certificate Balance of all Classes of Non-Vertically Retained Principal Balance Certificates,
after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the Non-Vertically Retained
Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to be outstanding
immediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of such aggregate
Stated Principal Balance for 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 principal on the Mortgage Loans for Workout Delayed Reimbursement Amounts, to the
extent such Workout Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances); and


(b)       with
respect to the Combined VRR Interest and the Class LVRR Lower-Tier Regular Interest, the amount, if any, by which (i) the Combined VRR
Interest Balance, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (A) the Vertically
Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to
be outstanding immediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions
of such aggregate Stated Principal Balance for




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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 principal on the
Mortgage Loans for Workout Delayed Reimbursement Amounts, to the extent such Workout Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances).


The allocation of Realized
Losses may be reversed as provided in Section 4.01(g) of this Agreement.


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in
which that Distribution Date occurs.


“Registered Rating
Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;
or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s
Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant
to Section 12.13(h) of this Agreement.


“Regular Certificates”:
The Non-Vertically Retained Regular Certificates and, if issued, the Class VRR Certificates, collectively.


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules 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, in each case as effective from time to time
as of the compliance dates specified therein.


“Regulation RR”:
The final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12 C.F.R. § 43.1, et
seq.), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et seq.) and the Board of Governors of
the Federal Reserve System (appearing at 12 C.F.R. § 244.1, et seq.), in each case as applicable to any particular matter
arising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766)
to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the
staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time
to time.


“Regulation RR Other
PSA”: As defined in Section 3.28(e) of this Agreement.


“Regulation S”:
Regulation S under the Act.


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.




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“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


“Regulation S-K”:
Regulation S-K under the Act.


“Regulatory Agencies”:
The Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation;
the Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.


“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant
Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an 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 O to this Agreement. For
clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing
Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term “Relevant Servicing
Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer or the
Certificate Administrator.


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R
Certificates) or an assignment of the voting rights thereof, together with the Uncertificated Interest Owners; 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 and the Notional Amounts of the Class X-A,
Class X-D and Class X-E Certificates have been reduced to zero.


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Code Section 860D.


“REMIC Declaration”:
With respect to the Icon One Daytona REMIC or the Icon One Daytona Mortgage Loan, the Icon One Daytona REMIC Declaration.


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings 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 Code Section 856(d), which income,
subject to the terms and conditions of that Section of the Code in its present form, does not include:


(1)       except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination




    	 	- 109 -	 



     


    

of such amount depends in whole or in
part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts
or sales and otherwise constitutes Rents from Real Property);


(2)       any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a
ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


(3)       any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;


(4)       any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a
similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


(5)       rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in
connection with, the lease.


“REO Account”:
A segregated custodial account or accounts created and maintained, with respect to each REO Property relating to a Mortgage Loan (other
than any Outside Serviced Mortgage Loan) or any Serviced Whole Loan, by Midland Loan Services, a Division of PNC Bank, National Association,
as the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee in trust for the Certificateholders,
the Uncertificated Interest Owners and any related Serviced Companion Loan Holders, which (subject to any change in the identities of
such Special Servicer and/or the Trustee) shall be entitled Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered Holders of BMO
2022-C3 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-C3, the Uncertificated Interest Owners and the related
Companion Loan Holders, as their interests may appear--REO Account”. Any such account or accounts shall be an Eligible Account.


“REO Companion Loan”:
Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan or REO Whole Loan, as the context may require.


“REO Whole Loan”:
Any Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property.




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“REO Mortgage Loan”:
Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of the Trust’s
beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Outside Serviced
Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such beneficial interest will not be
serviced by the Special Servicer under this Agreement).


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO Mortgage
Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage Loan or REO
Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage Loan that has become an REO Mortgage
Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall be limited to any proceeds of
the type described above in this definition that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan,
pursuant to the allocations set forth in the related Co-Lender Agreement.


“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder through
foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside Serviced
Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement on behalf of
the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related Companion Loan Holder(s)
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection
with a default or imminent default of such Outside Serviced Mortgage Loan.


“Reportable Event”:
As defined in Section 10.07 of this Agreement.


“Reporting Servicer”:
As defined in Section 10.09(a) of this Agreement.


“Repurchase”:
As defined in Section 2.03(a) of this Agreement.


“Repurchase Communication”:
For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written, which
need not be in any specific form.


“Repurchase Request”:
A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand for
repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to such Mortgage Loan.


“Repurchase Request
Rejection”: As defined in Section 2.03(a) of this Agreement.


“Repurchase Request
Withdrawal”: As defined in Section 2.03(a) of this Agreement.




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“Request for Release”:
A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


“Requesting Certificateholder”:
(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner (other than a holder of
the Class VRR Certificates) that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer
a matter involving a Repurchase Request with respect to a Mortgage Loan to either mediation or arbitration; provided that a Holder
of a Class VRR Certificate may not be a Requesting Certificateholder.


“Requesting Holders”:
As defined in Section 3.10(a) of this Agreement.


“Requesting Party”:
As defined in Section 3.30(a) of this Agreement.


“Residual Ownership
Interest”: Any record or beneficial interest in the Class R Certificates.


“Resolution Failure”:
As defined in Section 2.03(f) of this Agreement.


“Resolved”:
With respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related
Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has made
a 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 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 (and, in the event that the Trustee
is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the
Corporate Trust Office with direct responsibility for the administration of this Agreement and also, 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 also, 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. When used with
respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.


“Restricted Group”:
Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special Servicer;
any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of the total unamortized
principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates of any of the aforementioned
Persons.




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“Restricted Party”:
As defined in the definition of “Privileged Information Exception” in this Agreement.


“Restricted Period”:
As defined in Section 5.02(c)(i) of this Agreement.


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


“Retained Defeasance
Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the
Holder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in such Risk Retention Certificates.


“Retaining Party”:
Each of BMO as holder of the Combined VRR Interest and the Third Party Purchaser as holder of the HRR Interest, and any successor holder
of all or part of the Combined VRR Interest or the HRR Interest.


“Retaining Sponsor”:
BMO, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


“Review Materials”:
As defined in Section 11.01(b)(i).


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies
of all relevant documentation.


“Revised Rate”:
With respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default)
for such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated” with,
as such terms are defined in Rule 2 of Regulation RR.


“Risk Retention
Certificate”: Any of the Certificates comprising the HRR Interest or the Combined VRR Interest.


“Risk Retention
Consultation Party”: The party selected by BMO. The Certificate Administrator shall promptly provide the name and contact information
for the initial Risk Retention Consultation Party 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 Certificate Administrator. The other parties hereto shall be entitled to assume,
without independent investigation or verification, that the identity of any Risk Retention Consultation Party has not changed until such
parties receive written notice of (including the identity of and contact information for) a replacement of such Risk Retention Consultation
Party from BMO (in the case




    	 	- 113 -	 



     


    

of the Risk Retention Consultation Party).
Notwithstanding the foregoing, no Risk Retention Consultation Party shall have any consultation rights with respect to any Excluded RRCP
Mortgage Loan with respect thereto. The initial Risk Retention Consultation Party shall be BMO.


“RR Interest”:
The Combined VRR Interest and the HRR Interest, collectively.


“RR Interest Transfer
Restriction Period”: With respect to: (a) the Uncertificated VRR Interest, the VRR Interest Transfer Restriction Period; and
(b) the HRR Interest, the HRR Interest Transfer Restriction Period.


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


“Rule 15Ga-1
Notice”: As defined in Section 2.03(a) of this Agreement.


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(a) of this Agreement.


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), under the “NRSRO” tab for the related transaction.


“Sabal”:
Sabal Capital II, LLC, a Delaware limited liability company, and its successors in interest.


“Sabal Guarantor”:
Sabal Capital Holdings, LLC.


“Sabal Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between Sabal, the Sabal
Guarantor and the Depositor.


“Sabal Mortgage
Loans”: The Mortgage Loans (or portions thereof) transferred by Sabal to the Depositor and/or the Trust pursuant to the Sabal
Mortgage Loan Purchase Agreement and this Agreement.


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or 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




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be given to the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent
ratings (as reasonably determined by the Depositor) 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 10.05(a)(iv) of this Agreement.


“Schedule AL Additional
File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant to Section 4.02(b),
any data file containing additional information or schedules regarding data points in such CREFC® Schedule AL File required
by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


“Scheduled Principal
Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions of:


(A)       all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans) due or
deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to the Certificateholders or the Uncertificated VRR Interest Owner on a preceding Distribution Date, prior to the related Collection Period,
in each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage
Loan, received by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii)
advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date);
and


(B)       all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related Collection
Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding
the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for the subject Distribution Date
and not previously received or advanced and distributable to the Certificateholders or the Uncertificated VRR Interest Owner on a preceding
Distribution Date.


For purposes of clarification, the Scheduled
Principal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors with respect to the
Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods or by the times described
above in this definition, except to the extent those late payments are otherwise applied to reimburse the Master Servicer or the Trustee,
as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section 3.06A(a).


“Secure Data Room”:
The “Secure Data Room” tab on the page relating to this transaction located within the Certificate Administrator’s Website
(initially “www.ctslink.com”).




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“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage
Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in
Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly
understood by participants in the commercial mortgage-backed securities market.


“Serviced AB Whole
Loan”: A Serviced Whole Loan that includes a Subordinate Companion Loan.


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage Loan and the related
Servicing Shift Whole Loan, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing
Shift Date.


“Serviced Companion
Loan Holder”: The holder of a Serviced Companion Loan.


“Serviced Companion
Loan Holder Register”: As defined in Section 3.28(g).


“Serviced Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of
an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


“Serviced Mortgage
Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


“Serviced Outside
Controlled Whole Loan”: A Serviced Whole Loan with respect to which the related “controlling note” (regardless of
whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an asset of the Trust. Each Servicing
Shift Whole Loan will be a Serviced Outside Controlled Whole Loan prior to the related Servicing Shift Date. Each Servicing Shift Whole
Loan will cease to be a Serviced Outside Controlled Whole Loan from and after the related Servicing Shift Date. Each Serviced AB Whole
Loan will be a Serviced Outside Controlled Whole Loan for so long as a related Subordinate Companion Loan is evidenced by the “control
note” (or analogous concept), or the holder of a related Subordinate Companion Loan is the “directing holder” (or analogous
concept), under the related Co-Lender Agreement. As of the Closing Date, the only Serviced Outside Controlled Whole Loans are any
Servicing Shift Whole Loans.


“Serviced Outside
Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Whole Loan, the related Serviced Mortgage Loan included
in the Trust, which is evidenced by one or more non-controlling promissory notes made by the related Mortgagor. Each Servicing Shift
Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing Shift Mortgage
Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date. The Mortgage Loan included
in a Serviced AB Whole Loan will be a Serviced Outside Controlled Mortgage




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Loan for so long as a related Subordinate Companion
Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion Loan is the
“directing holder” (or analogous concept), under the related Co-Lender Agreement.


“Serviced Pari Passu
Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan. With respect to each Servicing Shift Mortgage
Loan and the related Servicing Shift Whole Loan, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion
Loan on and after the related Servicing Shift Date.


“Serviced Pari Passu
Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


“Serviced Pari Passu
Whole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. Each Servicing Shift Whole Loan will cease to be a Serviced
Pari Passu Whole Loan on and after the related Servicing Shift Date.


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Whole Loan.


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan.


“Serviced Whole
Loan”: A Whole Loan that is being serviced pursuant to this Agreement. The only Serviced Whole Loans related to the Trust as
of the Closing Date are the Whole Loans as to which “Serviced” is set forth in the Whole Loan Table under the column heading
“Servicing Type,” together with any Servicing Shift Whole Loans. A Servicing Shift Whole Loan will no longer be a Serviced
Whole Loan on and after the related Servicing Shift Date.


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance
date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”
(or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included in
an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other Securitization
Trust, the Business Day immediately following the “determination date” (or analogous concept) set forth in the related Other
Pooling and Servicing Agreement.


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


“Servicer Termination
Event”: As defined in Section 7.01 of 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.


“Servicing Fee”:
With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage
Loan), each REO




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Mortgage Loan, each Serviced Companion Loan
(including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included as part of a Serviced
Whole Loan and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate
on, in the case of the initial Distribution Date, the Cut-Off Date Balance and, in the case of any subsequent Distribution Date, the
Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan or REO Companion Loan, as the case may be,
as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be
computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Mortgage Loan or Serviced Whole Loan is computed and shall be prorated for partial periods; and provided, further,
that, notwithstanding Section 3.05, Section 3.06 or Section 3.12 of this Agreement, (1) the Servicing
Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Mortgage
Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement, shall not be payable
to the Master Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall
not be withdrawn from the Collection Account.


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect thereto),
the per annum rate equal to the sum of the rates set forth under the columns labeled “Master Servicing Fee Rate”, “Primary
Servicing Fee Rate” and “Subservicer Fee” on the Mortgage Loan Schedule; and with respect to each Serviced Companion
Loan, the per annum rate set forth under the column labeled “Serviced Companion Loan Servicing Fee Rate” on the Mortgage
Loan Schedule.


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required to
be part of the related Mortgage File) related to the origination or the servicing of a Mortgage Loan that are in the possession of
or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering
reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special
Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft documents, privileged
or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda,
communications or evaluations shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary
contained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing File shall consist solely of any related documents
or records generated by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer
or Outside Special Servicer.


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, 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 calculated
in accordance with the provisions of Regulation AB.




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“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 and the Serviced 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, the Operating Advisor and the Certificate
Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.


“Servicing Shift
Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Pari Passu Companion Loan evidenced by
the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing
agreement or other comparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement
for such Servicing Shift Whole Loan.


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, the related Note, the securitization of which shall cause the servicing
of such Servicing Shift Whole Loan to shift to the applicable pooling and servicing agreement or other comparable agreement governing
that securitization. With respect to any Servicing Shift Whole Loan, the related Servicing Shift Lead Note as of the Closing Date is identified
in the footnotes to the Whole Loan Table.


“Servicing Shift
Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Whole Loan.


“Servicing Shift
Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Whole Loan,
on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable agreement governing the
creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift
Lead Note.


“Servicing Shift
Whole Loan”: Any Whole Loan that is initially serviced under this Agreement provided, that upon the inclusion of a designated
related Companion Loan in a future securitization, the servicing of such Whole Loan will shift to the pooling and servicing agreement
or other comparable agreement governing the securitization of such related Companion Loan (whether by itself or with other mortgage assets).
A Servicing Shift Whole Loan will be (i) a Serviced Whole Loan prior to the related Servicing Shift Date servicing and (ii) an Outside
Serviced Whole Loan on and after the related Servicing Shift Date. The only Servicing Shift Whole Loans related to the Trust as of the
Closing Date are the Whole Loans as to which “Servicing Shift” is set forth in the Whole Loan Table under the column heading
“Servicing Type.”


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties that
such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for the Certificateholders
and the Uncertificated Interest Owners or, with respect to each Serviced




    	 	- 119 -	 



     


    

Whole Loan, on behalf of the Certificateholders,
the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders
and the Uncertificated Interest Owners or, with respect to each Serviced Whole Loan, such Certificateholders, the Uncertificated Interest
Owners and the related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking
into account the subordinate nature of any related Subordinate Companion Loan(s))), in accordance with the terms of this Agreement and
in accordance with the following: (i) the higher of the following standards of care: (A) 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 comparable mortgage
loans with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary
and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties);
and (B) 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 comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the
case may be; and in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of the
respective Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely recovery of all
payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced
Loan or (2) a Mortgage Loan or Serviced Whole Loan as to which the related Mortgaged Property is an REO Property, the maximization
of recovery on that Mortgage Loan or Serviced Whole Loan to the Certificateholders and the Uncertificated Interest Owners (as a collective
whole as if such Certificateholders and the Uncertificated Interest Owners constituted a single lender) (or, if any Serviced Companion
Loan is involved, with a view to the maximization of recovery on the related Serviced Whole Loan to the Certificateholders, Uncertificated
Interest Owners and the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated
Interest Owners and Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking
into account the subordinate nature of any related Subordinate Companion Loan(s)))) of principal and interest, including Balloon Payments,
on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders and
the Uncertificated Interest Owners (or, in the case of any Serviced Whole Loan, to the Certificateholders, the Uncertificated Interest
Owners and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership
of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a
Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation
of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any particular transaction;
and (E) the ownership, servicing or management for others of any other mortgage loan or real property not subject to this Agreement
by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards
shall apply with respect to an Outside Serviced Mortgage Loan and any related REO Property only to




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the extent that the Master Servicer or the
Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Whole Loan, the occurrence of any of the events described
in clauses (a) through (g) of the definition of “Specially Serviced Loan”, subject to the terms of such definition.


“Significant Obligor”:
Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)
with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which 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) as to such
Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar
year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately
following the date by which the related Mortgagor is required to deliver quarterly financial statements to the lender under the related
Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a) for any Significant Obligor
with respect to the Trust).


“Significant Obligor
NOI Yearly Filing Deadline”: With respect to each calendar year and each Significant Obligor, the date that is the 90th day
after the end of such calendar year.


“Similar Law”:
As defined in Section 5.03(n) of this Agreement.


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, and its successors in interest.


“SMC Co-sponsored
Mortgage Loan”: The Park West Village Mortgage Loan.


“SMC Co-sponsored
Notes”: The SMC Park West Village Notes.


“SMC Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between SMC and the Depositor.


“SMC Mortgage Loans”:
The Mortgage Loans (or portions thereof) transferred by SMC to the Depositor and/or the Trust pursuant to the SMC Mortgage Loan Purchase
Agreement and this Agreement.


“SMC Park West Village
Notes”: With respect to the Park West Village Mortgage Loan, (i) that certain promissory note A-9 with an outstanding principal
balance as of the Cut-off Date of $17,500,000 and (ii) that certain promissory note A-10 with an outstanding principal balance as of the
Cut-off Date of $15,000,000, each made by the related Mortgagor in favor of SMC, as the same may hereafter be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified.




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“Special Notice”:
As defined in Section 5.07(b).


“Special Servicer”:
With respect to each Serviced Loan, Midland Loan Services, a Division of PNC Bank, National Association, a national banking association,
or its successor in interest, or any successor Special Servicer appointed as provided herein, or any successor Special Servicer appointed
as provided herein, which successor Special Servicer shall, with respect to any related Excluded Special Servicer Mortgage Loan, include
the related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, in each case
as applicable and as the context may require. All references in this Agreement to the “Special Servicer” mean, (x) with respect
to each Serviced Loan or Serviced Whole Loan, the applicable Special Servicer that acts as the special servicer for such Serviced Loan
or Serviced Whole Loan, as applicable and (y) only each applicable Special Servicer with respect to the representations, warranties and
covenants of the Special Servicers in Section 2.08.


“Special Servicer
Decision”: With respect to any Serviced Loan or Serviced Whole Loan, any of the following (to the extent it is not a Major Decision):


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar
agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any ground lease,
and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable square footage at
the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


(b)       approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


(c)       approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents) that provide
for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments
to Persons or entities 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 or Whole Loan);


(d)       approving
rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments
with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to such rights of way and
easements;


(e)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or 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 related Mortgagor or the existing collateral or material
modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Loan Documents
such that defeasance collateral other




    	 	- 122 -	 



     


    

than direct, non-callable obligations
of the United States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the
related Loan Documents do not otherwise permit such Principal Prepayment;


(f)       in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents have been
satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur additional debt
in accordance with the terms of the related Loan Documents;


(g)       approving
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance-based”,
“earn-out” or “holdback” escrows or reserves with respect to (i) any Mortgage Loan as to which such escrows
or reserves exceeded, as at the time of origination, 10% of the original principal balance of such Mortgage Loan, regardless of whether
such funding or disbursements may be characterized as 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 Loan Documents, (ii) any Mortgage
Loan as to which such escrows or reserves may not be characterized as routine and/or customary escrows, and (iii) any Specified Mortgage
Loans (for the avoidance of doubt with respect to sub-clauses (i) and (ii) above, 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 related Loan Documents or any other funding or disbursement as mutually agreed upon
by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer Decision);


(h)       in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related Loan Documents
(including determining whether any applicable terms or tests are satisfied), approving requests for any release of collateral or any acceptance
of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special Servicer Decisions will not include
(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 (ii) the release, substitution or addition of collateral securing any
Serviced Mortgage Loan or Serviced Whole Loan in connection with a defeasance of such collateral;


(i)       any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which will not include
any amendments to split or re-size notes consistent with the terms of any Co-Lender Agreement as to which the consent of the holder of
the related Mortgage Loan is not required) related to a Serviced Mortgage Loan or Serviced Whole Loan, or any action to enforce rights
with respect thereto, except that, if any such modification or amendment would adversely impact the Master Servicer, such modification
or amendment will additionally require the consent of the Master Servicer as a condition to its effectiveness;




    	 	- 123 -	 



     


    

(j)       any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the related Mortgagor; and


(j)       any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation
awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


“Special Servicer
Servicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties
of the Special Servicer under this Agreement.


“Special Servicing
Compensation”: With respect to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to
the Special Servicer.


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing
Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on the Distribution Date
in such Interest Accrual Period; provided that (a) 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 Specially Serviced Loan is computed and shall
be prorated for partial periods and (b) such fee shall be payable monthly (i) in the case of a Serviced Whole Loan, from collections on
such Serviced Whole Loan; and (ii) in the case of a Mortgage Loan (including a Mortgage Loan that is part of a Serviced Whole Loan, if
the fee remains unpaid as described in the immediately preceding clause (i)), from general collections on all the Mortgage Loans
and any REO Properties. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC or
the related Loan REMIC, as applicable.


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan (or related Serviced Whole Loan, if applicable) or REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum or (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 (as prorated for a partial
period), then the Special Servicing Fee Rate for such month for such Specially Serviced Loan (or related Serviced Whole Loan, if applicable)
or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month (as prorated
for a partial period) with respect to such Specially Serviced Loan (or related Serviced Whole Loan, if applicable) or REO Property.


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following events
has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under the related Co-Lender
Agreement.):




    	 	- 124 -	 



     


    

(a)       the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without regard
to any grace period):


(i)         except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject payment
was due, or


(ii)        solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described in
clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each of whom shall
promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before the date on which that Balloon
Payment was due, a signed purchase agreement or a refinancing commitment reasonably acceptable to the Special Servicer, (2) the related
Mortgagor continued to make its Monthly Payments on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect
to the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier of (x) 120 days after the date on which the
Balloon Payment was due and (y) the termination of the refinancing commitment; or


(b)       there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that (i)
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)
determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely
affects the interests of Certificateholders and the Uncertificated Interest Owners in the Serviced Mortgage Loan (or, in the case of a
Serviced Whole Loan, the interests of the Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan
Holder(s) in such Serviced Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced
Loan (or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that any default
requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders and the Uncertificated
Interest Owners in the subject Serviced Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders,
the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s) in such Serviced Whole Loan); or


(c)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any 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,
shall have been entered into against the related Mortgagor; or


(d)       the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt, marshaling
of assets and




    	 	- 125 -	 



     


    

liabilities or similar proceedings of
or relating to such Mortgagor or of or relating to all or substantially all of its property; or


(e)       the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations; or


(f)        the
Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect
to the related Mortgaged Property; or


(g)       the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)
determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such
default would materially impair the value of the corresponding Mortgaged Property as security for such Serviced Loan or otherwise materially
adversely affects the interests of Certificateholders and the Uncertificated Interest Owners in the Serviced Mortgage Loan (or, in the
case of a Serviced Whole Loan, the interests of the Certificateholders, the Uncertificated Interest Owners or the related Serviced Companion
Loan Holder(s) in such Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable cure period
under the terms of such Serviced Loan or, if no cure period is specified and the default is capable of being cured, for 60 days;


provided, however, that a Serviced
Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan or any related
REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that would cause the
subject Serviced Mortgage Loan or any related Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan, when:


(w)      with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and
timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed
to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


(x)       with
respect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist in
the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in
clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;


(y)       with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and




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(z)        with
respect to the circumstances described in clause (f) of this definition, such proceedings are terminated.


Notwithstanding the foregoing,
for purposes of clauses (a) (but solely with respect to delinquent Monthly Payments), (b), (e) and (g) of this definition, neither (i)
a Payment Accommodation with respect to any Serviced Loan nor (ii) any default or delinquency that would have existed but for such Payment
Accommodation shall constitute a Servicing Transfer Event or cause such Serviced Loan to be characterized as a Specially Serviced Loan,
for so long as the related Mortgagor is complying with the terms of such Payment Accommodation. For the avoidance of doubt, in the event
a borrower fails to comply with the terms of a Payment Accommodation (as determined by the Special Servicer in accordance with the Servicing
Standard), a determination as to whether any applicable event specified in the preceding sentence constitutes a Servicing Transfer Event
or causes such Serviced Loan to be characterized as a Specially Serviced Loan shall be made as though the Payment Accommodation never
occurred; provided, however, if, pursuant to this sentence, a Servicing Transfer Event is determined to occur prior to the date
of such borrower’s failure to comply with the terms of the related Payment Accommodation, then such Servicing Transfer Event will
be deemed to occur on the date of such borrower’s failure to comply. The Special Servicer may conclusively rely on the Master Servicer’s
determination and the Master Servicer may conclusively rely on the Special Servicer’s determination as to whether a Servicing Transfer
Event has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced Loan. If any Serviced Mortgage Loan that is part
of a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Serviced Companion Loan shall also become a Specially Serviced
Loan. If the Serviced Companion Loan that is included in a Serviced Whole Loan becomes a Specially Serviced Loan, then the related Serviced
Mortgage Loan that is part of such Serviced Whole Loan shall also become a Specially Serviced Loan.


“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


“Specified Mortgage
Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


“Split Mortgage
Loan”: Any Mortgage Loan that is part of a Whole Loan. The only Split Mortgage Loans that are assets of the Trust as of the
Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the Whole Loan Table
under the column heading “Loan No. for related Mortgage Loan.”


“Sponsor”:
Each of BMO, CREFI, 3650 REIT, LMF, UBS AG, Sabal, ReadyCap Commercial, Sutherland Asset I, SMC and their respective successors in interest.


“Startup Day”:
The day designated as such pursuant to Section 2.12(c) of this Agreement.


“Stated Principal
Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount equal
to (a) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan, the




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unpaid principal balance of such Mortgage Loan
(as of the date of substitution) after application of all scheduled payments of principal and interest due during or prior to the month
of substitution, whether or not received), minus (b) the sum of (i) any and all amounts (without duplication) attributable to
such Mortgage Loan that are part of the Scheduled Principal Distribution Amount and/or the Unscheduled Principal Distribution Amount,
as applicable, for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment
to the principal balance of such Mortgage Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification
reducing the principal balance of such Mortgage Loan as of the Determination Date for the most recent Distribution Date coinciding with
or preceding such date of determination. The Stated Principal Balance of a Mortgage Loan with respect to which title to the related Mortgaged
Property has been acquired on behalf of the Trust Fund and, if such Mortgage Loan is part of a Whole Loan, the related Companion Loan
Holder(s), is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any and all amounts
attributable to the related REO Mortgage Loan that are part of the Unscheduled Principal Distribution Amount and the principal portion
of any P&I Advances with respect to such REO Mortgage Loan for each and every Distribution Date coinciding with or preceding such
date of determination but after the date on which such title is acquired. With respect to any Serviced Companion Loan (including any successor
REO Companion Loan with respect to such Serviced Companion Loan), as of any date of determination, the Stated Principal Balance shall
equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-off Date, minus (i) all amounts remitted to
the related Serviced Companion Loan Holder on or prior to the most recent Distribution Date coinciding with or preceding such date of
determination that are allocable to principal of such Serviced Companion Loan and (ii) any adjustment to the principal balance of
such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the
principal amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with
or preceding such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or Serviced Companion
Loan that has been paid in full or a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination
(or, in the case of an Outside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination)
shall be zero from and after the Distribution Date related to the Collection Period in which such payment or determination is made. The
Stated Principal Balance of a Serviced Whole Loan (including an REO Whole Loan), as of any date of determination, shall equal the sum
of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion
Loan(s) (including any related REO Companion Loan(s)).


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is
commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


“Subordinate Companion
Loan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender Agreement,
is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans




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related to the Trust as of the Closing Date
are evidenced by the Notes identified in the Whole Loan Table under the column heading “Subordinate Companion Loan(s),” each
of which Notes evidences a separate Subordinate Companion Loan.


“Subordinate Companion
Loan Holder”: The holder of a Subordinate Companion Loan.


“Subordinate YM
Certificates”: As defined in Section 4.01(d) of this Agreement.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same
time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as
provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the 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. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement
will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is permitted
to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.


“Successful Bidder”:
As defined in Section 7.01(b) of this Agreement.


“Sutherland Asset
I”: Sutherland Asset I, LLC, a Delaware limited liability company, and its successors in interest.


“Sutherland Asset
I Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between Sutherland
Asset I, the Sutherland Guarantor and the Depositor.


“Sutherland Asset
I Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by Sutherland Asset I to the Depositor and/or the Trust
pursuant to the Sutherland Asset I Mortgage Loan Purchase Agreement and this Agreement.


“Sutherland Guarantor”:
Sutherland Partners L.P.




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“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate
Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J
of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
and/or the Uncertificated Interest Owners or filed with the IRS or any other governmental taxing authority under any applicable provisions
of federal, state or local tax laws.


“Temporary Regulation S
Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


“Terminated Party”:
As defined in Section 7.01(c) of this Agreement.


“Termination Date”:
The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


“Termination Purchase
Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding the
amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of any successor
REO Mortgage Loans with respect thereto) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each
REO Property, if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this
clause (B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


“Test”:
As defined in Section 11.01(b)(iv).


“Third Party Purchaser”:
Any “third-party purchaser” or “subsequent third-party purchaser” (each within the meaning of Regulation RR) that
holds, or a “majority-owned affiliate” (under Regulation RR) of which holds, some or all of the HRR Interest in accordance
with this Agreement and applicable laws and regulations; provided that if there are multiple such parties with respect to the HRR Interest
then “Third Party Purchaser” shall mean, individually and collectively, those multiple parties. Commencing on the Closing
Date, KKR CMBS II Aggregator Type 1 L.P. shall be the initial Third Party Purchaser.


“Third Party Reports”:
With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report,
seismic report or property condition report, if any.


“Threshold Event
Collateral”: As defined in Section 3.28(f).


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii) of this Agreement.




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“Transferor Letter”:
As defined in Section 5.03(p)(ii) of this Agreement.


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


“Trust”:
The trust created by this Agreement. The Trust shall be named “BMO 2022-C3 Mortgage Trust”.


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or
collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan,
the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any
REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the
related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to
a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement
and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements;
(vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of this
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral;
and (xiv) the Loan REMIC Regular Interest.


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


“Trust REMIC”:
Each of the Lower-Tier REMIC, the Upper-Tier REMIC and the Loan REMIC.


“Trustee”:
Computershare Trust Company, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.




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“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related Interest
Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date
Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan
as of the close of business on the Distribution Date in the related 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 is computed and shall be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator
Fee shall be payable from the Lower-Tier REMIC.


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.01060% per annum.


“UBS AG”:
UBS AG, an Office of the Comptroller of the Currency regulated branch of a foreign bank, and its successors in interest.


“UBS AG Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of October 1, 2022, by and between UBS AG and the Depositor.


“UBS AG Mortgage
Loans”: The Mortgage Loans (or portions thereof) transferred by UBS AG to the Depositor and/or the Trust pursuant to the UBS
AG Mortgage Loan Purchase Agreement and this Agreement.


“Uncertificated
Interest” or “Uncertificated Interests”: The Uncertificated VRR Interest.


“Uncertificated
Interest Balance”: With respect to the Uncertificated VRR Interest, the Uncertificated VRR Interest Balance.


“Uncertificated
Interest Owner”: The Uncertificated VRR Interest Owner.


“Uncertificated
VRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant to Section
4.01(c) a pro rata portion (based on the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest relative to the sum
of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance) of any Combined VRR Available Funds
and any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls, and Excess Interest allocated to the Combined
VRR Interest. For the avoidance of doubt, the parties hereto agree not to treat the Uncertificated VRR Interest as a security under applicable
law. For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from time to time. The
Uncertificated VRR Interest constitutes a class of “regular interests”, within the meaning of Code Section 860G(a)(1), in
the Upper-Tier REMIC. If there had been VRR Specific Grantor Trust Assets, the Uncertificated VRR Interest would have evidenced an undivided
beneficial interest in a portion of such VRR Specific Grantor Trust Assets.




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“Uncertificated
VRR Interest Balance”: With respect to the Uncertificated VRR Interest, (a) as of any date of determination on or prior to the
first Distribution Date, an amount equal to the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as specified
in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal to the
Uncertificated VRR Interest Balance of the Uncertificated VRR Interest on the Distribution Date immediately prior to such date of determination,
after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date,
and after any increases to the Uncertificated VRR Interest Balance on such prior Distribution Date (as and to the extent provided in Section
4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal
on the Mortgage Loans.


“Uncertificated
VRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register or other
registry of ownership maintained by the Certificate Administrator.


“Underwriter Exemption”:
Collectively, (a) Prohibited Transaction Exemption 2006-07, 71 Federal Register 32134 (June 2, 2006), granted to a predecessor of BMO
Capital Markets Corp., (b) Prohibited Transaction Exemption 91-22, 56 Fed. Reg. 15933 (April 18, 1991) granted to the predecessor of UBS
Securities LLC, and (c) Prohibited Transaction Exemption 91-23 (April 18, 1991), granted to a predecessor of Citigroup Global Markets
Inc., each as amended by PTE 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013).


“Underwriters”:
BMO Capital Markets Corp., UBS Securities LLC, Citigroup Global Markets Inc., Regions Securities LLC, Bancroft Capital, LLC and Drexel
Hamilton, LLC.


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) (B)
and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from
collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal Prepayments
received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage Loans, all Principal
Prepayments received during the period that renders them includable in the Aggregate Available Funds for such Distribution Date); and
(b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent allocable to the related
Mortgage Loan, on any REO Properties during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan or any
interest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them includable in the
Aggregate Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds,
net income, rents, and REO Proceeds or otherwise, that were identified and applied by the Master Servicer (and/or, in the case of an Outside
Serviced Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.




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“Unsolicited Information”:
As defined in Section 11.01(b)(iii).


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held from
time to time in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account
within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company, National
Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3, and the Uncertificated Interest Owners, Upper-Tier REMIC Distribution Account” and which
must be an Eligible Account. The Upper-Tier REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.


“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, 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, 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
as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


“Vertically Retained
Certificates”: All of the Class VRR Certificates collectively. For the avoidance of doubt, no Class VRR Certificates will be
issued under this Agreement. Accordingly, all references in this Agreement to “Vertically Retained Certificate” and “Vertically
Retained Certificates” shall be disregarded.


“Vertically Retained
Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Combined VRR Interest Balance of the
Combined VRR Interest, and the denominator of which is the sum of (x) the aggregate initial Certificate Balance of all Classes of Principal
Balance Certificates and (y) the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Certificateholders as follows:
(a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates, allocated pro rata based
upon their respective Notional Amounts as of the date of determination




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(but only for so long as the Notional Amount
of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of Principal Balance
Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates have
been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate Balance of such Class of Principal Balance
Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the Certificate Balances of all
Classes of the Principal Balance Certificates, in each case as of the date of determination (provided that, if, but only if, expressly
so provided herein in any circumstance, the allocation or exercise of Voting Rights for any particular purpose shall take into account
the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The Voting Rights of any Class of Certificates
shall be allocated among Holders of Certificates of such Class in proportion to their respective Percentage Interests. The Class S and
Class R Certificates and the Uncertificated VRR Interest shall not be entitled to any Voting Rights.


“VRR Allocation
Percentage”: A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained Percentage.


“VRR Interest Distribution
Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the
VRR Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Non-Vertically Retained Regular Certificates
pursuant to Sections 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii),
(xxv) and (xxviii) on such Distribution Date.


“VRR Interest Transfer
Restriction Period”: With respect to the Combined VRR Interest, the period from the Closing Date to the earlier of: (i) the
date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate
Balance of all Classes of Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest
has been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of all Classes of Principal Balance Certificates and
the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date, and (C) two (2) years after the Closing
Date; and (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable
to the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their
entirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders
Regulation RR in its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that
would be applicable) to the securitization transaction contemplated by this Agreement.


“VRR Principal Distribution
Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR
Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-Vertically Retained Principal Balance
Certificates pursuant to Sections 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi) and (xxix) and the penultimate paragraph of Section 4.01(b) on such Distribution Date.




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“VRR Realized Loss
Interest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product
of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest on related reimbursed Realized Losses distributed to
the Holders of the Non-Vertically Retained Principal Balance Certificates pursuant to Sections 4.01(b)(iii), (vi),
(ix), (xii), (xv), (xviii), (xxi), (xxiv), (xxvii) and (xxx) on such Distribution
Date.


“VRR Specific Grantor
Trust Assets”: The portion of the Trust Fund consisting of (i) the Vertically Retained Percentage of any Excess Interest collected
on the ARD Mortgage Loans and (ii) the Vertically Retained Percentage of amounts held from time to time in the Excess Interest Distribution
Account (if established). Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no VRR Specific
Grantor Trust Assets. Accordingly, all references in this Agreement to “VRR Specific Grantor Trust Assets” shall be disregarded.


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable Net Mortgage Pass-Through
Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective Stated
Principal Balances immediately prior to such Distribution Date; provided, however, that in the case of any Mortgage Loan held by a Loan
REMIC, “Mortgage Loan” shall refer to the related Loan REMIC Regular Interest for purposes of this definition.


“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.


“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”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each of
which is referred to as a “Companion Loan”), which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced
by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured by the same Mortgage(s) encumbering
the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Whole Loan” shall include any successor REO Mortgage
Loan and the related successor REO Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only Whole Loans related
to the Trust as of the Closing Date are identified in the Whole Loan Table. None of the Companion Loans identified in the Whole Loan Table
are assets of the Trust.


“Whole Loan Custodial
Account”: With respect to any Serviced Whole Loan, the respective segregated account or sub-account created and maintained
by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced Whole Loan, which
(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee,




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for the benefit of the registered Holders of
BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, the Uncertificated Interest Owners,
and the related Serviced Companion Loan Holder, as their interests may appear.”


“Whole Loan Special
Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced Whole Loan
or any related REO Property.


“Whole Loan Table”:
The table that appears under the heading “WHOLE LOANS” in the Preliminary Statement.


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Whole Loan, the amount of any Advance made with respect
to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan or Serviced Whole Loan becomes (or, but for the
making of three monthly 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 is not reimbursed to the Person who made
such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Whole Loan becomes a Corrected Loan and (ii) the
amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of 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 equal to the applicable Workout Fee Rate applied to each collection
of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid)
received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall be payable by the
Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (g)
of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of default actually occurs,
unless the Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) is modified by the Special Servicer in accordance with the terms
hereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Specially
Serviced Loan under this Agreement only because of an event described in clause (a)(ii) of the definition of Specially Serviced Loan
as a result of a payment default at maturity and the related collection of interest and principal is received within 90 days following
the related Maturity Date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced
Whole Loan, if applicable), the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate
fees from the related Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to
any Specially Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by
or on behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Whole Loan, if applicable) as described
in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from
a Workout Fee or Liquidation Fee.




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“Workout Fee Rate”:
A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to
each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan
(or related Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or related Serviced Whole Loan, if applicable) becomes
a Corrected Loan, through and including the then-related maturity date; provided that, if the rate in clause (a) above
would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than
Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) from the date
such Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then-related
maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when
applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage
Loan (or related Serviced Whole Loan, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Whole Loan, if applicable)
becomes a Corrected Loan through and including the then-related maturity date.


“XML Format”:
Extensible markup language electronic format.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if
any, payable under the related Note in connection with certain prepayments.


Section 1.02          
Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


(a)              All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and Mortgage.


(b)             For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(d) of this Agreement on any Distribution
Date, the Class of Non-Vertically Retained Principal Balance Certificates as to which the Non-Vertically Retained Percentage of
any prepayment shall be deemed to be distributed shall be determined on the assumption that the portion of the Principal Distribution
Amount paid to the Non-Vertically Retained Principal Balance Certificates on such Distribution Date in respect of principal shall consist
first of the Non-Vertically Retained Percentage of scheduled payments included in the definition of Principal Distribution Amount and
second of the Non-Vertically Retained Percentage of prepayments included in such definition.


(c)             Any
Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer,
the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in
accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.




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(d)             For purposes of calculating distributions on the Certificates and the Uncertificated VRR Interest and, in the absence of express
provisions in the related Loan Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing
Agreement) to the contrary, for purposes of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf
of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds (excluding, if applicable, in the case of each Serviced Whole Loan, any amounts payable to the holder(s) of the
related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of
priority:


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


(ii)             as
a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at
the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described in the first
proviso in the definition of “Aggregate Principal Distribution Amount”);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to
time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations
pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A)
of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts or (2) 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;


(iv)            to
the extent not previously so allocated pursuant to clause (i) or (ii) 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);


(v)             as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of
the sum of (A) the




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cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest
and Excess 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
that collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier
dates);


(vi)          as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


(vii)       as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


(viii)      as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


(ix)        as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


(x)         as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


(xi)        as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if
applicable, accrued and unpaid Excess Interest (and, 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);


(xii)      as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


(xiii)     in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest;


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 Loan
Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation) at a time when the loan-to-value
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 the real property and excluding personal property and going concern value, if any) must be collected and
allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Whole Loan in the manner permitted by the REMIC
Provisions.




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(e)              
 Collections by or on behalf of the Trust in respect of any REO Property (exclusive of 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 each Serviced
Whole Loan, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement)
shall be deemed to be allocated for purposes of calculating distributions on the Certificates and (subject to any related Co-Lender
Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the Mortgage Loan in the following
order of priority:


(i)              
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related
REO Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with
respect to the related REO Mortgage Loan;


(ii)             
as a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described
in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid
interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect
from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any
allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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;


(iv)            
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance;


(v)              
as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO
Mortgage Loan that have theretofore occurred




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under Section 4.06(a) of this
Agreement in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess
Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO 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 that
collections have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v)
or clause (v) of Section 1.02(d) above);


(vi)          as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


(vii)        as
a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


(viii)     as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage
Loan;


(ix)        as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid
Excess Interest (and, 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


(x)          in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.


(f)              The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the
Special Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such
applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


(g)              All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans or
a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including, if
and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO Property)
shall be made using the Calculation Rate.


(h)             For
purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized Losses
(where applicable) to, the Certificates and the Uncertificated Interests, as well as for purposes of calculating the Servicing Fee, the
Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each month,
each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held




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pursuant to an Outside Servicing Agreement)
will be treated as if the related Mortgage Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents
continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage
Pool” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed
to also be references to or to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion
Loan” or “Companion Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used
in that context, will be deemed to also be references to or to also include, as the case may be, any related REO Companion Loan. Each
REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable,
including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated
Principal Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those 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, will continue to be “due” in respect of the REO Loan; and amounts received in
respect of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer or Special Servicer for payments
previously advanced, in connection with the operation and management of that property, generally will be applied by the Master Servicer
as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


Section 1.03          
Certain Constructions. (a) For purposes of this Agreement, references
to the most or next most subordinate Class of Non-Vertically Retained Regular Certificates outstanding at any time shall mean the
most or next most subordinate Class of Non-Vertically Retained Regular Certificates then outstanding as among the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-D, Class X-E, Class A-S,
Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates; provided,
however, that for purposes of determining the most subordinate Class of Non-Vertically Retained Regular Certificates, in the
event that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates are the
only Classes of Non-Vertically Retained Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB and Class X-A Certificates together will be treated as the most subordinate
Class of Non-Vertically Retained Regular Certificates. For purposes of this Agreement, each Class of Certificates (other than
the Class S and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance
or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding
so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


(b)             For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


(i)                      the terms defined
in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;




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(ii)                   references herein
to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


(iii)                a reference
to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


(iv)               the words “herein”,
“hereof”, “hereunder”, “hereto”, “hereby” and other words of similar import refer to
this Agreement as a whole and not to any particular provision; and


(v)                  the terms “include”
or “including” shall mean without limitation by reason of enumeration.


(c)              
For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required
to indemnify a party to this Agreement, or a party to this Agreement is required to indemnify the Trust or another party to this Agreement,
for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s
fees and expenses) of the enforcement of such indemnity.


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01          
Conveyance of Mortgage Loans


(a)             The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as BMO 2022-C3 Mortgage
Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee
(as holder of the Lower-Tier Regular Interests and the Loan REMIC Regular Interest) in trust without recourse for the benefit of
the Certificateholders and the Uncertificated Interest Owners 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,
(ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(h) (insofar as it relates to the delivery of the subject
certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)),
6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 20, 22,
23 and 24 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, and (iv) all Escrow Accounts,
Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and
the Uncertificated Interest Owners. Such assignment includes all interest and principal received or receivable on or with respect to




    	 	- 144 -	 



     


    

the Mortgage Loans (other than payments
of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any
Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Mortgage Loan
is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement.
The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08
of this Agreement, is intended by the parties to constitute a sale.


(b)             In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause to be
delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each
Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five (5) Business Days
after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained herein, (A) with respect to an Outside
Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements shall be deemed satisfied by the delivery
by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with respect to the documents and/or
instruments referred to in clause (1) of the definition of “Mortgage File”, executed originals of the related documents,
and (ii) with respect to the documents and/or instruments referred to in clauses (2) through (21) of the definition of “Mortgage
File”, a copy of such documents (with the actual such documents to be delivered to the applicable Outside Custodian under the applicable
Outside Servicing Agreement), and (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage File delivered to and deposited
with the Custodian (on behalf of the Trustee) as contemplated by the first sentence of this Section 2.01(b) shall, on or
after the related Servicing Shift Date, be transferred to the Outside Custodian related to the securitization of the related Pari Passu
Companion Loan evidenced by the related Servicing Shift Lead Note in accordance with the second paragraph of Section 2.01(c)
and with the expectation that the assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage
File” (to the extent that recordation of such item would have otherwise been required) will be recorded in the name of the trustee
for that securitization. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer
shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with
respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller
shall deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall hold the original (or copy, if such
original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders, the
Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder, to the extent required in order for the
Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders, the Uncertificated Interest
Owners and, if applicable, the related Serviced Companion Loan Holder in




    	 	- 145 -	 



     


    

accordance with the applicable terms
thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering, on or before the Closing
Date, with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate of the applicable
Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer 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). 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 Trustee
for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s)
in accordance with the applicable terms thereof and/or of the related 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 Master Servicer within 90 days
of the Closing Date; provided that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier
of (i) the related Servicing Shift Date, in which case such assignments shall be made in accordance with the related Servicing Shift Mortgage
Loan Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B) such time as any such letter
of credit is required to be drawn upon by the Master Servicer, in which case such assignments shall be made in favor of the Trustee for
the benefit of the Certificateholders and the Uncertificated Interest Owners and for the benefit of the holder(s) of the related Companion
Loan(s), until the occurrence of the related Servicing Shift Date. Contemporaneous with the securitization of the related Pari Passu Companion
Loan evidenced by the related Servicing Shift Lead Note, any such letter of credit shall be assigned to the related Outside Servicer or
related Outside Trustee, as applicable, as provided in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. 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 Trustee for the benefit of Certificateholders, the Uncertificated Interest
Owners and, if applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable requests of the Master
Servicer or the Special Servicer, as applicable, 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 Trustee for the benefit
of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder.


Notwithstanding anything
to the contrary contained herein, with respect to each Co-sponsored Mortgage Loan, the obligations of each of the related Applicable Co-sponsors
to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery to the Custodian of only
the Mortgage Note(s) evidencing the portion of such Co-sponsored Mortgage Loan being sold by such party (and any related allonge or assignment).
With respect to each Co-sponsored Mortgage Loan, the obligations of the related Applicable Co-sponsors to deliver the remaining portion
of the related Mortgage File or any remaining document required to be delivered with respect thereto shall be joint and several, provided
that either of the




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related Applicable Co-sponsors may deliver
one Mortgage File (exclusive of the related Mortgage Notes) or one of any other remaining document required to be delivered with respect
to such Co-sponsored Mortgage Loan hereunder and such delivery shall satisfy the corresponding delivery requirements for each of the related
Applicable Co-sponsors.


With respect to any Serviced
Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related comfort letter
to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related Serviced
Companion Loan Holder(s)) or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners (and,
if applicable, the related Serviced Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days
of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any
such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter
(or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or
request to the Custodian (who shall include such document in the related Mortgage File) and the Master Servicer, 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), and the Master Servicer shall,
as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or
acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


After the Depositor’s
transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent
with the Trust’s ownership of the Mortgage Loans.


(c)             The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement
that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s expense,
in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each related assignment
of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage File”
and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each case
in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because the documents
referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect to a Servicing Shift
Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition of “Mortgage
File” may be in blank and need not be recorded pursuant to this Agreement (to the extent recordation would have otherwise been
required) until the earliest of (i) the related Servicing Shift Date, in which case such instruments shall be completed and, if
applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and the related Mortgage
Loan Seller shall deliver or cause the delivery of photocopies of any such




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instruments of assignment so completed
and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related
Servicing Shift Date, in which case such assignments shall be completed and, if applicable, recorded in accordance with this Agreement
upon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which case assignments shall be completed
and, if applicable, recordations shall be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly
following the related Servicing Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related
Outside Servicing Agreement in accordance with the related Co-Lender Agreement, the Custodian shall deliver the originals of all documents
constituting the related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession
(other than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee
or the Outside Custodian; provided that, prior to the delivery of any such original documents to the related Outside Trustee or
Outside Custodian, the Custodian shall make and retain photocopies of any and all documents so delivered to the related Outside Trustee
or the Outside Custodian; and provided, further, that, to the extent any instruments of assignment that are part of the Mortgage File
have been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, the Trustee shall execute and deliver
assignments to the Outside Trustee.


The Depositor hereby represents
and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each Mortgage
Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause to be delivered the documents and/or instruments
referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File” solely because
of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing,
as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or the title agent to be a true and complete copy
of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph
that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph shall reflect that it should be
returned by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the applicable
Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed
original to the Custodian promptly following receipt); provided that, in those instances where the public recording office retains
the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan Seller or its designee shall obtain
and provide to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage
Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s
receipt thereof.


If the Custodian has received
written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement)
promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be cured, as the case
may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s behalf has




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agreed to record or file as described above,
to deliver to such third party the substitute or corrected document.


(d)            In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to any
Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer
within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise
required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the
Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration and/or
servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating
Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or enforcing
any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests therein, and
(C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and
reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans and any
related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable to each
Mortgage Loan or any related Serviced Companion Loan; provided that the applicable Mortgage Loan Seller shall not be required
to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence
analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such
documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders and the Uncertificated
Interest Owners (and, insofar as they also relate to a Serviced Companion Loan held outside the Trust, on behalf of and for the
benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of
this Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is
required, pursuant to the related Mortgage Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect
to its Mortgage Loans for the CREFC® Financial File and the CREFC® Loan Periodic Update File that are
required to be prepared by the Master Servicer pursuant to this Agreement.


(e)             In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed
original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the
Closing Date.


(f)               With
respect to a Serviced Whole Loan, the Custodian shall also hold the related Mortgage File for the use and benefit of the related Serviced
Companion Loan Holder(s).




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(g)             The parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes
the obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside
Servicing Agreement.


(h)             It is not intended that this Agreement create a partnership or a joint-stock association.


(i)              The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days after
the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each of its
Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) 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
is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for in Section 12.04
of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Controlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate
signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated Site constitute
all documents required under the definition of “Diligence File” and such Diligence Files are organized and categorized in
accordance with the electronic file structure reasonably requested by the Depositor (the “Diligence File Certification”).The
Depositor shall have no responsibility for determining whether any Diligence Files delivered to it are complete and shall have no liability
to the Trust or the Certificateholders or the Uncertificated Interest Owners for the failure of any Mortgage Loan Seller to deliver a
Diligence File (or a complete Diligence File) to the Depositor.


(j)              Within
two (2) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL File and the
Initial Schedule AL Additional File in XML Format and Excel format at the following email address: NoticeAdmin@midlandls.com.


(k)             The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the execution
of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller is required
to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage Loan Purchase
Agreement) that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation
of any documents and/or instruments relating to any related Mortgage Loan which have not been delivered, assigned or recorded at the
time required for enforcement actions by the Special Servicer on behalf of the Trust Fund.


(l)               Notwithstanding
anything else in this Agreement, the parties agree that the trust established under this Agreement will be treated as a bare trust for
Canadian federal income tax purposes.






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Section 2.02          
Acceptance by the Trustee, the Custodian and the Certificate Administrator.


(a)              
The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its
behalf, of (i) the Mortgage Loans, the Loan REMIC Regular Interest and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice
of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently
received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the
Mortgage Loans, the Loan REMIC Regular Interest and such other assets, together with any other assets subsequently delivered to it that
are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and the
Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f) of this
Agreement. With respect to each Serviced Whole Loan, the Custodian shall also hold the portion of such Mortgage File that relates to any
Serviced Companion Loan in such Whole Loan that is held outside the Trust in trust for the use and benefit of the related Serviced Companion
Loan Holder. In connection with the foregoing, the Certificate Administrator, as the initial Custodian, hereby certifies to each of the
other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan,
(i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the
original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to such Mortgage Loan has
been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage
Loan, as applicable.


(b)              
On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following
the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on
which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted
for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to each Mortgage Loan, and
the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the
respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement)
to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request,
in the case of a Serviced Whole Loan that is held outside the Trust, to the related Serviced Companion Loan Holder) that, as to each Mortgage
Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification, which exception
report shall also be available in electronic format (including Excel-compatible format) upon request): (i) all documents specified
in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian
has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that is part of a Whole Loan) of the definition
of “Mortgage File” are




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in its possession; (ii) the recordation/filing
contemplated by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian (whether
that is the Certificate Administrator or any other Custodian appointed by it) of the particular recorded/filed documents); (iii) all
documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (A) appear regular
on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing documents
(together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule”
accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and
(6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s possession because
it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage Loans, with respect to the items
listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such document: (i) in the case of the
item listed in clause (1) of the definition of “Mortgage File”, unless the Custodian is in possession of the original
of such document; and (ii) in the case of the items listed in clauses (2), (3), (4), (5), (6), (7), (15) and (20) of the definition
of “Mortgage File”, unless the Custodian is in possession of a copy of such document. If the Custodian’s obligation
to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Certificate
Administrator shall deliver (or cause any other Custodian appointed by it to deliver) a comparable certification to any party hereto,
the Serviced Companion Loan Holder and any Underwriter and any Initial Purchaser on request.


(c)              
It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the
Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining
whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is
in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.


(d)             
The parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6)
(provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that is part of
a Whole Loan) of the definition of




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“Mortgage File” have been
received, appear regular on their face and such additional information as will be necessary for delivering the certifications required
by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it be used to,
verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected
in any offering document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto is not intended
to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence services” or a “third party
due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any
recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement
hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding
the foregoing, nothing in this Section 2.02(d) shall relieve any party to this Agreement from its obligation to deliver information
to the Rating Agencies as required under and in accordance with the terms of this Agreement.


(e)              
If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage
File or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master
Servicer (if it constitutes part of the Servicing File).


Section 2.03          
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and
Breaches of Representations and Warranties.


(a)              
If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that
any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on
its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation
or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement
with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase
Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion
Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed
in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage
Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder
or any Uncertificated Interest Owner in the related Mortgage Loan or the related Mortgaged Property (or any related REO Property) or causes
any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to




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Section 2.03(b), constitute
a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the case may
be. The Enforcing Servicer shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto), whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or
Breach has been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties
hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the
applicable Mortgage Loan Seller (and in the case of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor,
as guarantor of payment in connection with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan
Purchase Agreement) under the Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement; and in the
case of the ReadyCap Commercial Mortgage Loans, with simultaneous notice to and demand on the ReadyCap Guarantor, as guarantor of payment
in connection with certain of ReadyCap Commercial’s obligations (as set forth in Section 24 of the ReadyCap Commercial) under the
ReadyCap Commercial, pursuant to the ReadyCap Commercial Mortgage Loan Purchase Agreement; and in the case of the Sutherland Asset I Mortgage
Loans, with simultaneous notice to and demand on the Sutherland Asset I Guarantor, as guarantor of payment in connection with certain
of Sutherland Asset I’s obligations (as set forth in Section 24 of the Sutherland Asset I Mortgage Loan Purchase Agreement) under
the Sutherland Asset I Mortgage Loan Purchase Agreement, pursuant to the Sutherland Asset I Mortgage Loan Purchase Agreement) (a) notifying
such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days
from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand
to take action with respect to, such Material Defect (or, in the case of a Material Defect relating to a Mortgage Loan not being a Qualified
Mortgage, not later than 90 days from any party discovering such Material Defect), cure the same in all material respects (which
cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith (including, if applicable, the amount
of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the
Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such 90 day period, either (before the
end of such 90-day period) (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust’s interest
therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available
funds to the Collection Account or (ii) solely in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan
for such affected Mortgage Loan (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, all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however,
that if (i) such Material Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect
is not related to any Mortgage Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall




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have an additional 90 days to complete
such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed that,
in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall deliver
an Officer’s Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting forth
the reasons such Material Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect
will be cured within such additional 90 day period); and provided, further, that, if any such Material Defect is still
not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such 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 so long as such Mortgage Loan Seller certifies to the Trustee, the
Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still
in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue
beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased, the Master Servicer
shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected
Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the
amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole
loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related
Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced after
the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related
date of repurchase or substitution, shall be part of the Trust Fund. Monthly 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 Monthly Payments due with respect to each Mortgage
Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related
date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt. From and after the date of substitution, each
Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder
for all purposes. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a)
if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which
case, absent a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material
Defect, the affected Mortgage Loan will be required to be repurchased.


Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to
any Material Defect as set




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forth in the preceding paragraph, to the extent
that such Mortgage Loan Seller and the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class
Representative if and for so long as the Controlling Class Representative is the applicable Directing Holder), are able to agree upon
a cash payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material
Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of
Value Payment to the Trust, and 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 3.06(c) of this Agreement; provided that a Material Defect as a result of a Mortgage
Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s
reaching an agreement with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s
request, promptly provide the Enforcing Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating
to such Mortgage Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan
Seller as to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative
(if and for so long as the Controlling Class Representative is the applicable Directing Holder). 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, in the case of a Mortgage
Loan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making
a Loss of Value Payment, the applicable Mortgage Loan Seller shall be deemed to have cured the subject Material Defect in all respects.
Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated
Interest Owners or the Trust regarding any such Material Defect in respect of which such Loss of Value Payment is accepted, and the related
Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing
Servicer, provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan
Seller or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within
the time frames 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).


In the case of a Material
Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO
Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO
Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any
SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement
solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such
promissory note(s) were a separate Mortgage Loan.


If (x) a Mortgage Loan is
to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is
part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as




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to the other Mortgage Loan(s) that are a part
of such Cross-Collateralized Group (the “Other Crossed Loans”) (without regard to this paragraph), then the applicable
Document Defect or Breach (as the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for
purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed
Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect, as applicable:


(A)           
the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the
Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter
J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result in the imposition
of a tax upon any Trust REMIC or the Trust Fund (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); and


(B)           
each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the
Affected Loans and not the Other Crossed Loans:


(1)              
the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for
the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service
coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement;


(2)              
the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of
(A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized
Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) at the time of repurchase or replacement and (C) 75%; and




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(3)              
 either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group
will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise
remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise
of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


The determination of the
Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of
manifest error on the Certificateholders, the Uncertificated Interest Owners, the other parties to this Agreement and the related Mortgage
Loan Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to
be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether
the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller
if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as a Consultation Termination Event
has not occurred and is not continuing, by the Controlling Class Representative (such approval not to be unreasonably withheld in
each case).


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding paragraph
are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller and the Trustee,
as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement) to forbear from enforcing
any remedies against the other’s Primary Collateral but each is permitted to exercise remedies against the Primary Collateral securing
its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Affected Loan(s) still held
by the Trust Fund. If the exercise of remedies by one such party would impair the ability of the other such party to exercise its remedies
with respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such
party, then both parties have agreed to forbear from exercising such remedies unless and until the Loan Documents evidencing and securing
the relevant Mortgage Loans can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of
the Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related
Loan Documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the
related Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall
be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.




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Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan, the
related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or (a) in the case of any BMO Co-sponsored Mortgage
Loan, with respect to BMO, the applicable portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored
Note(s), or (b) in the case of any SMC Co-sponsored Mortgage Loan, with respect to SMC, the applicable portion of such SMC Co-sponsored
Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s)) if (i) the affected Mortgaged Property(ies) may be released pursuant
to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property(ies) is, in fact, released),
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the related Loan Documents and the related Mortgage
Loan Seller provides an opinion of counsel to the effect that such release would not (A) cause any Trust REMIC to fail to qualify as a
REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition
of a tax upon any Trust REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.


To the extent necessary and
appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by
the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents that
complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage Loan Seller
or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting
from the exercise of remedies by the other such party; provided that the Trustee shall not be liable for any misuse of any such
power of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer
shall advance all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized
Group pursuant to this paragraph and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute
and be reimbursable as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased
or replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder, any Uncertificated Interest
Owner or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason beyond the control
of the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as
applicable, in accordance with the Servicing Standard.


If the Master Servicer, the
Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been
previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any Serviced
Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase Communication that any Mortgage Loan
that was subject of a Repurchase Request




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has been repurchased or replaced (a “Repurchase”),
or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer or the
Special Servicer, as applicable, shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase
Request Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has repurchased
or replaced the subject Mortgage Loan or rejected such Repurchase Request), and the Certificate Administrator (in each case unless the
proposed recipient is the party that notified the Master Servicer or the Special Servicer, as applicable, thereof).


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a)
(each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a
Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable,
and shall include (i) the identity of the related Mortgage Loan and the Person making the Repurchase Request, (ii) the date
that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection
was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in
the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether
the Special Servicer currently plans to pursue such Repurchase Request.


If the Trustee, the Master
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party
shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative, and include the following statement in the related correspondence: “This is a Repurchase Communication
regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase
Request Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the BMO 2022-C3 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C3, requiring action by you as the recipient of such [Repurchase Request]
[Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to
the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall
comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase
Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines.




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Each Mortgage Loan Purchase Agreement will
provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(a) is so provided only to assist
the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1, 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 Rule 15Ga-1
Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider
in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1
Notice Provider may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a Rule 15Ga-1 Notice.


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall
provide to each Sub-Servicer.


(b)              
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the
documents referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance with
this Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided,
however, that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material
Document Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement
of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party
with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage
Loan or for any immediate significant servicing obligation.


Notwithstanding any provision
of this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated
by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated
by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan shall not be a
Material Defect.


(c)              
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable repurchasing
entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including, without limitation,
the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage
Loan Seller or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents
were previously assigned to the Trustee or as otherwise




    	 	- 161 -	 



     


    

reasonably requested to effect the retransfer
and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such
tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the Master Servicer
of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been
satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own
name, on behalf of the Certificateholders, the Uncertificated Interest Owners and the Trustee or any of them, the endorsements and assignments
contemplated by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an
REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase of, or substitution for,
an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so;
provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master
Servicer or any of its agents or subcontractors. The parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement
provides that in the event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage Loan
Seller as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to deliver to the Custodian
the related Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage
Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements
of the definition of “Qualified Substitute Mortgage Loan” in this Agreement.


The parties to this Agreement
acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated
by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term
is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the
substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule
(as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution of a
Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part of the Trust
Fund and be subject to the terms of this Agreement in all respects.


(d)                                 The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders and the Uncertificated
Interest Owners, or the Trustee on behalf of the Certificateholders and the Uncertificated Interest Owners, respecting any Document Defect
or Breach with respect to any Mortgage Loan. For purposes of this Agreement: (i) any purchase, replacement or payment of any Loss of Value
Payment by the Sabal Guarantor, on behalf of Sabal, of or with respect to any Mortgage Loan for which Sabal is the related Mortgage Loan
Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment, as applicable, by Sabal; (ii) any purchase, replacement
or payment of any Loss of Value Payment by the ReadyCap Guarantor, on behalf of ReadyCap Commercial, of or with respect to any Mortgage
Loan for which ReadyCap Commercial is the related Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value
Payment, as applicable, by ReadyCap Commercial; and (iii)




    	 	- 162 -	 



     


    

any purchase, replacement or payment
of any Loss of Value Payment by the Sutherland Asset I Guarantor, on behalf of Sutherland Asset I, of or with respect to any Mortgage
Loan for which Sutherland Asset I is the related Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value
Payment, as applicable, by Sutherland Asset I.


(e)             
The parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan
Purchase Agreement provides that if a “material document defect” (as such term or any analogous term is defined in the related
Outside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Pari Passu Companion Loan
that is included in the Outside Securitization Trust established under the related Outside Servicing Agreement, and such Pari Passu Companion
Loan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization
Trust as a result of such “material document defect” (as such term or any analogous term is defined in such Outside Servicing
Agreement), then the related Mortgage Loan Seller will be required to repurchase such Outside Serviced Mortgage Loan; provided, however,
that such repurchase obligation does not apply to any “material document defect” (as such term or any analogous term is defined
in the related Outside Servicing Agreement) related solely to the promissory note for the subject Pari Passu Companion Loan.


(f)               
(i)             In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage
Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan
and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly
forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly forward that Certificateholder
Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.


(ii)             
In the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or replaced
due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall deliver prompt
written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting forth the basis
for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary in the first sentence
of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated to, make a determination that
a Mortgage Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer shall promptly forward such PSA Party
Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement. Subject to subsections (g), (h),
(i), (j) and (k) of this Section 2.03, 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 each Repurchase Request. The Enforcing Servicer shall
enforce the




    	 	- 163 -	 



     


    

obligations of the Mortgage Loan Sellers
under the Mortgage Loan Purchase Agreements (including, without limitation, obligations resulting from a Material Defect) pursuant to
the terms of this Agreement and the Mortgage Loan Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase
Agreement and this Agreement, such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried
out in such form, to such extent and at such time as the Enforcing Servicer would require were it, in its individual capacity, the owner
of the affected Mortgage Loan, and in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect
to the enforcement of the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed
to be Property Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting Certificateholder and/or
Consultation Requesting Certificateholder.


(iii)           
In the event a Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(g) 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 in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi) of
the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related to a Material
Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided
by law.


(g)              
(i)            After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a
notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified
in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice
available to all other Certificateholders, Certificate Owners and the Uncertificated VRR Interest Owner 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. 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, or (b) the
Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan
Seller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course of action selected by
the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer
the matter to mediation (including non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s Website (the 30th day following
the date of




    	 	- 164 -	 



     


    

posting, the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including non-binding
arbitration) or arbitration. In addition, any Certificateholder or Certificate Owner may deliver, prior to the Dispute Resolution Cut-off
Date, a written notice (a “Consultation Election Notice”) requesting the right to participate in any Dispute Resolution
Consultation (as defined in clause (iii) below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s
receipt of a Preliminary Dispute Resolution Election Notice as provided in clause (iii) below.


(ii)                                If no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner shall have the right to refer the Repurchase Request
to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action,
including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or
consultation rights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder or applicable
Consulting Party.


(iii)                            Promptly and
in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting Certificateholder,
the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention
to elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect to the
Repurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)
so that each such Dispute Resolution Requesting Holder 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 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 Dispute Resolution Requesting Holder 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 Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then no Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner shall have any further right
to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled
to determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller,
subject to any consent or consultation rights of the applicable Directing Holder.




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(v)                              If a Dispute
Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Dispute
Resolution Requesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding
arbitration) or arbitration. If more than one Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election
Notice, then such Dispute Resolution Requesting Holders shall collectively become the Enforcing Party, and the holder or holders of a
majority of the Voting Rights among such Dispute Resolution Requesting Holder shall be entitled to make all decisions relating to such
mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).
If, however, no Dispute Resolution Requesting Holder 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 any Dispute Resolution Requesting Holder to act as the Enforcing Party shall terminate and no Certificateholder, Certificate
Owner or Uncertificated VRR Interest Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if
the Proposed Course of Action Notice indicated that the Enforcing Servicer will 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 will not be deemed waived with respect to the Enforcing Servicer
to the extent there is a material change from the facts and circumstances known to it at the time when the Proposed Course of Action
Notice was delivered by the Enforcing Servicer, 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 be the sole party obligated and entitled
to determine a course of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


(vi)                           Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not
apply, and the Enforcing Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan
Seller, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the
Servicing Standard that it is in the best interest of Certificateholders and the Uncertificated VRR Interest Owner to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


(vii)                        In the event
a Dispute Resolution Requesting Holder 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 herein.


(viii)                    For the avoidance
of doubt, none of the Depositor, any Mortgage Loan Seller or any of their respective affiliates shall be entitled to be a Dispute Resolution
Requesting Holder or otherwise vote Certificates owned by it or such




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Affiliate(s) with respect to a course of
action proposed or undertaken pursuant to the procedures described in this Section 2.03.


(ix)                          The Dispute Resolution Requesting Holders are entitled to elect either mediation or arbitration with respect to a Repurchase Request
in their sole discretion; provided, however, no Dispute Resolution Requesting Holder shall be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful, and no other Certificateholder, Certificate Owner or Uncertificated VRR Interest
Owner shall be entitled to elect either arbitration or mediation in the event a mediation or arbitration is undertaken with respect to
such Repurchase Request.


(h)            
If the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


(i)                                 The
mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller within
30 days of receipt 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 admitted to practice in the State of New York and have at least fifteen (15) years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters 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 qualified 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)                          Prior to accepting
an appointment, the mediator 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)                          The parties
shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the
selection of the mediator and to conclude the mediation within 60 days thereafter.


(v)                             The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any




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such expenses allocated to the Enforcing
Servicer shall be reimbursed as provided in clause (vi) below).


(vi)                           Out-of-pocket costs and expenses of the Enforcing 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 expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement.


(i)                
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)                                  The arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party 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 15 years of experience in commercial
litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters 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 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 10 Business Days after its appointment, the arbitrator shall devise
procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding
and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine any and
all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters
(the “Rules”) (including summary judgment and other prehearing and post hearing motions), and will do so by reasoned
decision on the motion of any party to the arbitration.




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(v)                               Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will
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 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 will 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 will 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 Enforcing Party is waiving its 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.


(j)                
The following provisions will apply to both mediation and third-party arbitration:


(i)                                  Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


(ii)                               If the dispute
involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or
the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance
may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final




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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, will 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 will 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 Dispute Resolution Requesting Holder 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 Controlling Class Representative (provided that no Consultation
Termination Event has occurred and is continuing and only if an Excluded Mortgage Loan is not involved), 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 Dispute
Resolution Requesting Holder 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 Dispute Resolution Requesting Holder.


(v)                              In the event
a Dispute Resolution Requesting Holder is the Enforcing Party, the Dispute Resolution Requesting Holder shall be 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.




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(vi)                            The Trust
(or the Enforcing Servicer or a trustee, 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 (1) the Certificateholders and
Certificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.07,
(2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any Rule 15Ga-1
Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such Rule 15Ga-1
Notice the information required pursuant to Section 2.03(a) and (3) 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 Dispute Resolution Requesting Holder to refer a Repurchase Request to mediation
or arbitration or to participate in such mediation or arbitration affect in any manner the ability of the Special Servicer to perform
its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure, negotiation of a
loan modification or workout, acceptance of a discounted pay off or deed-in-lieu, or bankruptcy or other litigation) or the exercise
of any rights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder.


(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 expenses
of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.


Section 2.04                
Representations and Warranties of the Depositor.


(a)              
The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the
Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, 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 is
duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect on
the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement by it, and has the power




    	 	- 171 -	 



     


    

and authority to execute, deliver and perform
this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and
transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered 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) and, as to any rights of indemnification hereunder, by considerations
of public policy;


(iii)                            Neither the
execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor the consummation
by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach of, or constitute
a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of the actions contemplated
by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation, judgment, decree
or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other instrument to which
the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any
of its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent of, notice
to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where, in any
of the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and
adverse effect on the consummation of any transactions contemplated by this Agreement;


(iv)                          There is no
litigation, charge, investigation, 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 the outcome of which could be reasonably expected
to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated
by this Agreement;


(v)                             The Depositor
is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors;


(vi)                          No proceedings
looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;




    	 	- 172 -	 



     


    

(vii)                        Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest
Owners pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to
it by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;


(viii)                     The Depositor
has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the Mortgage
Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and


(ix)                             The Depositor
is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the Mortgage Loan
Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders and the Uncertificated
Interest Owners free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through
the Depositor.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan 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 or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer
or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the
other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


Section 2.05                           
Representations, Warranties and Covenants of the Master Servicer.


(a)              
The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, 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 jurisdiction in which a 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




    	 	- 173 -	 



     


    

Master Servicer, do not violate the Master
Servicer’s organizational documents or constitute a default (or an event that, 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 that is applicable
to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;


(iii)                            The Master
Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


(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 do 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 Master Servicer’s good faith and reasonable
judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


(vi)                           No litigation
is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that 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 either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition
of the Master Servicer;


(vii)                        Each officer
or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and the Serviced
Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)
of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements
of Section 3.08(c) of this Agreement;




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(viii)                     No consent,
approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required
for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,
authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed
and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Master Servicer
to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master Servicer’s
subsequent performance of this Agreement; and


(ix)                            To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan 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 Uncertificated Interest Owners or any Serviced Companion Loan
Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


Section 2.06                  
Representations, Warranties and Covenants of the Special Servicer.


(a)              
The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the
Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date,
that:


(i)                                  The Special
Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America. The Special Servicer is in compliance with the laws of each jurisdiction in which a 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 do not, and the performance and compliance with the terms of this Agreement by
the Special Servicer will not, (A) violate the Special Servicer’s organizational documents, articles of incorporation, limited
liability company operating agreement or by-laws, as applicable, or (B) constitute a default (or an event that, with notice




    	 	- 175 -	 



     


    

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 that is applicable
to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


(iii)                             The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as 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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


(v)                              The Special
Servicer is not in violation of, and its execution and delivery of this Agreement do not, 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 Special Servicer’s good
faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its
obligations under this Agreement or the financial condition of the Special Servicer;


(vi)                           No litigation
is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that 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 either the ability of the Special Servicer to perform its obligations under this Agreement or the
financial condition of the Special Servicer;


(vii)                       Each officer
or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer pursuant
to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of Mortgage
Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)
of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance with the requirements
of Section 3.08(c) of this Agreement; and




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(viii)                     No consent,
approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required
for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those consents, approvals,
authorizations and orders that previously have been obtained and those filings and registrations that previously have been completed
and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the Special
Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Special Servicer’s
subsequent performance of this Agreement.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan 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 Uncertificated Interest Owners or any Serviced Companion Loan
Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


Section 2.07                 
Representations and Warranties of the Trustee.


(a)             
The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated Interest Owners and the
Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, 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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and
approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


(ii)                               The execution
and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not violate the
Trustee’s articles of association or by-laws or shareholders’ resolutions 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 contract, agreement
or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;




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(iii)                            Except to
the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee
has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,
insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors
generally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or
at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws;


(v)                              The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation
of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would
have consequences that would materially and adversely affect the financial condition of the Trustee or might have consequences that would
materially affect the ability of the Trustee to perform its duties hereunder or thereunder;


(vi)                            No
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency
or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been
obtained prior to the Closing Date;


(vii)                       No litigation
is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering into or
materially and adversely affect its ability to perform its obligations under this Agreement; and


(viii)                      To its actual
knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of




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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 Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer
or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party discovering such breach shall give prompt written notice to the
other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


Section 2.08                 
Representations and Warranties of the Certificate Administrator.


(a)              
The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)                                  The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this
Agreement;


(ii)                               The execution
and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will
not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions 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 contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the
Certificate Administrator or any of its assets;


(iii)                            The Certificate
Administrator has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation of the Certificate
Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,
insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors
generally (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or
at law) and (C) public policy considerations regarding the enforceability




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of provisions providing or purporting to
provide indemnification or contribution with respect to violations of securities laws;


(v)                              The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree
of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America
having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the
Certificate Administrator or might have consequences that would materially affect the ability of the Certificate Administrator to perform
its duties hereunder or thereunder;


(vi)                           No consent,
approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body,
is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval
has been obtained prior to the Closing Date;


(vii)                        No litigation
is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which
would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


(viii)                      To its actual
knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan 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 Uncertificated Interest Owners or any Serviced Companion Loan
Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced
Whole Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


Section 2.09                               Representations, Warranties and Covenants of the Operating Advisor.


(a)              
The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners




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and the Serviced Companion Loan Holders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


(i)                                  The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a 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 violate the Operating Advisor’s organizational documents or constitute a default (or an event that, 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 that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely
affect the ability of the Operating Advisor to perform its obligations under this Agreement;


(iii)                           The Operating Advisor 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 Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or
purporting to provide indemnification or contribution with respect to violations of securities laws;


(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 do 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 Operating Advisor’s good faith and
reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under
this Agreement;


(vi)                            No litigation
is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit the
Operating Advisor from entering into this Agreement or, in the Operating Advisor’s




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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;


(vii)                        The Operating
Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.08
hereof;


(viii)                     The Operating Advisor is an Eligible Operating Advisor;


(ix)                             The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


(x)                                 No consent,
approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required
for the consummation by the Operating Advisor 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 Closing Date, and which, if not obtained would not have a materially
adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan 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 Uncertificated Interest Owners or any Serviced Companion Loan
Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


Section 2.10                 
Representations, Warranties and Covenants of the Asset Representations Reviewer.


(a)              
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer
and the Certificate Administrator, as of the Closing Date, that:


(i)                                  The Asset Representations
Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York;
and the Asset Representations Reviewer is in compliance with the laws




    	 	- 182 -	 



     


    

of each jurisdiction in which a 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 violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, 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 that is applicable to it or any of its assets,
in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform
its obligations under this Agreement;


(iii)           
The Asset Representations Reviewer 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 Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with
the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities
laws;


(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 do 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 Asset
Representations Reviewer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Asset
Representations Reviewer to perform its obligations under this Agreement;


(vi)          
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer that 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;




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(vii)                        The Asset
Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof;


(viii)                     The Asset
Representations Reviewer is an Eligible Asset Representations Reviewer; and


(ix)                             No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Asset Representations Reviewer 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 Closing Date, and which,
if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations
hereunder.


(b)              
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan 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 Uncertificated Interest Owners or any Serviced Companion Loan
Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Whole Loan, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


Section 2.11                 
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the Loan REMIC Regular Interest and the delivery of the related Mortgage Files to the
Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i),
declares that it holds the Mortgage Loans (exclusive of Excess Interest) and the Loan REMIC Regular Interest for the benefit of the Holders
of the Class R Certificates (in respect of the Lower-Tier Residual Interest and the Loan REMIC Residual Interest) and the holder(s)
of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the
Excess Interest for the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner. Concurrently
with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier
Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the
assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular
Interests




    	 	- 184 -	 



     


    

and other property constituting the Upper-Tier
REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same
on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Uncertificated VRR Interest
Owner and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause
(ii), (A) the Uncertificated VRR Interest, the Regular Certificates and the Upper-Tier Residual Interest shall be issued, and
(B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the
Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Upper-Tier
Residual Interest and the Loan REMIC Residual Interest), registered in the names set forth in such order and duly authenticated by the
Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to any VRR Specific Grantor Trust Assets,
any Class S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby
acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor,
the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence. For the avoidance of doubt, there are no
VRR Specific Grantor Trust Assets and no Class S Specific Grantor Trust Assets, no Grantor Trust shall be established and no Class S Certificates
will be issued hereunder.


Section 2.12                 
Miscellaneous REMIC and Grantor Trust Provisions.


(a)                                 The Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB,
Class LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR, Class LK-RR and Class LVRR Lower-Tier Regular
Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).


(b)                                 The Regular Certificates
and the Uncertificated VRR Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning
of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby
designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


(c)                                 The Icon One
Daytona REMIC Declaration designates the Icon One Daytona REMIC Regular Interest as a “regular interest” in the Icon One
Daytona REMIC within the meaning of Section 860(G)(a)(1) of the Code and the Icon One Daytona REMIC Residual Interest as the sole class
of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2) of the Code.


(d)                                  The Closing Date
is hereby designated as the “Startup Day” of each Trust REMIC (other than the Loan REMIC), and August 17, 2022 is
designated in the Icon One Daytona REMIC Declaration as the Startup Day of the Icon One Daytona REMIC, and, in each case within the meaning
of Code Section 860G(a)(9). The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the
Loan REMIC Regular Interest is the date set forth in the related REMIC Declaration and (ii) the Lower-Tier Regular




    	 	- 185 -	 



     


    

Interests, the Regular Certificates and
the Uncertificated VRR Interest is the Rated Final Distribution Date for the rated Certificates.


(e)                                  None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


(f)                                    The Class S
Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of any Class S Specific Grantor
Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within
the meaning of subpart E, part I of subchapter J of the Code. The Class VRR Certificates and the Uncertificated VRR Interest shall each
represent undivided beneficial interests in the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets, distributions
thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E,
part I of subchapter J of the Code. However, for avoidance of doubt, there are no VRR Specific Grantor Trust Assets or Class S Specific
Grantor Trust Assets, and no Grantor Trust will be established hereunder.


Section 2.13               
Bare Trust. 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.


 


 


Article
III



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS


Section 3.01          
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced
Mortgage Loans.


(a)              
The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service
and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related Outside
Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust
Fund and the Trustee (for the benefit of the Certificateholders and the Uncertificated Interest Owners (as a collective whole) or, with
respect to each Serviced Whole Loan, for the benefit of the Certificateholders, the Uncertificated Interest Owners and the related Serviced
Companion Loan Holder(s) as a collective whole as if such Certificateholders, the Uncertificated Interest Owners and such




    	 	- 186 -	 



     


    

Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion
Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement) in accordance with: (i) any and all applicable
laws; (ii) the express terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Whole Loans and, in the case of
the Serviced Whole Loans, the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with the
foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan
intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal
and interest on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to
the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or through Sub-Servicers
(subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to
be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard
and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders, the Uncertificated
Interest Owners and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if
such Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced Whole Loan, the related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of
the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement), including, without
limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage
Loans, to prepare, execute and deliver, on behalf of the Certificateholders, the Uncertificated Interest Owners, the Serviced Companion
Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07,
3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any
documents contained in the related Mortgage File or defeasance of any Mortgage Loan or Serviced Companion Loan; and (iii) any and
all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loan (and any related Serviced Companion Loan) or the related Mortgaged Property; and (B) including with
respect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind
filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the
terms of any Mortgage Loan or Serviced Companion Loan except under the circumstances described in Sections 3.03, 3.07, 3.09,
3.10 and 3.24 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans
(other than the Outside Serviced Mortgage Loans), the Serviced Companion Loans and each related REO Property in accordance with applicable
law and the terms thereof and hereof and the




    	 	- 187 -	 



     


    

terms of any applicable Co-Lender
Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them thereby.


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to the Master
Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually
agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney in the form of Exhibit AA-2
to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer, and (iii) to the Master Servicer or
Special Servicer, as applicable, other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer
and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their
servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer,
the Special Servicer or any Sub-Servicer shall, 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 Special Servicer’s, as applicable,
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 the 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 the 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 registered to do business in any state.
Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities
and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer
or the Special Servicer or its agents or subcontractors, as applicable.


(b)                                Unless otherwise
provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Serviced Loan
on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of
receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply
any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act,
or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed
by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its terms
to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts.
If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under
the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account,
the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the
occurrence of an event of default under the related Serviced Loan; provided that any such amounts may be used, if permitted under
the related Loan




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Documents, to defease the related Serviced
Loan or, upon an event of default under the related Serviced Loan, to prepay the Serviced Loan.


(c)                                 The Master Servicer
and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party that has previously been
engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement shall
be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard,
(iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer,
(iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement from the Depositor,
the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to
the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer or the Special Servicer, as applicable,
in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach
or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request
Rejection; (v) the Master Servicer or the Special Servicer, as applicable, shall notify the applicable Mortgage Loan Seller of
any such agreement (other than any Sub-Servicing Agreement in place on the Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi)
any assignment of such Sub-Servicing Agreement by the related Sub-Servicer (other than an assignment to the Master Servicer (in the case
of a Sub-Servicer engaged by the Master Servicer) or the Special Servicer (in the case of a Sub-Servicer engaged by the Special Servicer))
shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed);
(vii) any amendment or modification of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which
consent shall not be unreasonably withheld, conditioned or delayed) if the Master Servicer or the Special Servicer, as applicable, determines
that, as a result of such amendment or modification, the Sub-Servicer would become a “servicer” within the meaning of Item
1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in
Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets; (viii) any such Sub-Servicing Agreement shall
provide that it may be assumed by the Trustee or its designee (if the Trustee or its designee has assumed the duties of the Master Servicer
or the Special Servicer, as applicable) or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation
to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer,
as applicable, pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for
the benefit of the Certificateholders, the Uncertificated Interest Owners and the related Companion Loan Holder (if applicable) and the
Trust (as holder of the Lower-Tier Regular Interests and the Loan REMIC Regular Interest) 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 herein) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Master Servicer or Special Servicer, as applicable, any successor master servicer or special servicer or any Certificateholder (or
the related Companion Loan Holder, if applicable) shall have any duties under such Sub-Servicing




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Agreement or any liabilities arising
therefrom; (ix) any such Sub-Servicing Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the
Sub-Servicer fails (A) to deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement)
any Exchange Act reporting items required to be delivered to the Master Servicer, the Special Servicer, the Certificate Administrator
or the Depositor under Article X or under the Sub-Servicing Agreement or to the master servicer or other applicable party 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 X or under the Exchange Act reporting requirements
of any other pooling and servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with
the requirements set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing
Agreement to take (or determine not to take) action with respect to Major Decisions or Special Servicer Decisions without the consent
of the Master Servicer (in the case of Sub-Servicers engaged by the Master Servicer) or the Special Servicer (in the case of Sub-Servicers
engaged by the Special Servicer); and (xi) no Sub-Servicer shall be the Third Party Purchaser, the Operating Advisor, the Asset Representations
Reviewer or any of their respective Risk Retention Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to
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 3.01(c). The Master Servicer and the Special Servicer shall each be responsible for
paying the servicing fees of any Sub-Servicer retained by it. The Master Servicer or the Special Servicer, as applicable, shall, upon
request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof) entered into by it to the Depositor. A Sub-Servicer
may be an affiliate of the Depositor, the Master Servicer or the Special Servicer. Notwithstanding the foregoing, the Special Servicer
may not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any or all of its obligations under
this Agreement without, with respect to any Mortgage Loan other than an Excluded Mortgage Loan and prior to the occurrence and continuance
of a Control Termination Event, the consent of the Controlling Class Representative, except to the extent necessary for the Special Servicer
to comply with applicable regulatory requirements.


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loans involving a Sub-Servicer, shall
be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders and the Uncertificated
Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities (including, without
limitation, any obligation to pay any termination fee to any Sub-Servicer as a result of the termination of any Sub-Servicing
Agreement) with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein
may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.




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As part of its servicing
activities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee, the Certificateholders, the
Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders,
the Uncertificated Interest Owners, the Serviced Companion Loan Holders or the Trust) monitor the performance and enforce the obligations
of each of its Sub-Servicers under the related Sub-Servicing Agreement (except that, to the extent provided in Article X
hereof, the Master Servicer shall be required only to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer
to comply with the requirements of Article X 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 and
the terms of this Agreement. Each of the Master Servicer and the Special Servicer shall have the right to remove a Sub-Servicer retained
by it in accordance with the terms of the related Sub-Servicing Agreement.


(d)                                If the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master
Servicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,
to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall,
without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer or the Special
Servicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer
or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s,
as applicable, interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the
Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as
applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub Servicing Agreement had been assigned to the
Trustee or such successor Master Servicer, as applicable, except that the Master Servicer or the Special Servicer, as applicable, shall
not thereby be relieved of any liability or obligations under such Sub Servicing Agreement that accrued prior to the succession of the
Trustee or the successor Master Servicer or successor Special Servicer, as applicable.


In the event that the Trustee
or any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of the Master Servicer or the Special
Servicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, the
Master Servicer or the Special Servicer, as applicable, shall at its own expense deliver or cause to be delivered to the Trustee or such
successor Master Servicer or successor Special Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement
and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise
use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer or successor Special Servicer, as applicable.




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(e)              
 The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan and of the related
Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation of collections
on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan and
to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and losses relating to such Serviced
Whole Loan to the Trust, as holder of the related Mortgage Loan and to the related Serviced Companion Loan Holder(s); (iii) any consultation,
consent and Special Servicer appointment rights of a related Serviced Companion Loan Holder or its Companion Loan Holder Representative,
including those specified in this Agreement; (iv) any right of a related Companion Loan Holder to attend (in-person or telephonically)
annual meetings with the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced
Whole Loan; (v) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Whole Loan; and (vi)
any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any other
related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced
Whole Loan is a Performing Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or
the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to the related Serviced Companion Loan
Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer or special servicer for the related Other
Securitization Trust, on its behalf, all notices, reports, statements and communications to be delivered by the holder of the related
Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and
perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related
Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein
pursuant to any Co-Lender Agreement for a Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and a Co-Lender
Agreement with respect to a Serviced Pari Passu Whole Loan, the terms of such Co-Lender Agreement shall control with respect to such
Serviced Pari Passu Whole Loan.


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject to the
rights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating Advisor
(to the extent set forth in Sections 3.29(f) and (g)), the Master Servicer (if such Serviced Outside Controlled Mortgage Loan
is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special Servicer (if
such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled Mortgage Loan is a
Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled to exercise the rights
and powers granted




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under the related Co-Lender Agreement to
the “Non-Controlling Note Holder” (as such term or any analogous term is defined in the related Co-Lender Agreement).


(f)               
Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any
P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Whole Loan
is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make
any Property Advance on such Serviced Whole Loan. If pursuant to the foregoing sentence, the Master Servicer does not intend to make a
Property Advance with respect to a Serviced Whole Loan that the Master Servicer would have made if the related Mortgage Loan or REO Property
were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related Serviced Companion Loan of its
intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance
it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating
to a Serviced Whole Loan is removed from the Trust Fund, the Master Servicer shall deliver to the related Serviced Companion Loan Holder
(or the master servicer of any securitization of the related Serviced Companion Loan) (i) a copy of the most recent inspection report
and the inspection report for the prior calendar year, (ii) copies of all financial statements collected from the related Mortgagor
for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal
done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


(g)              
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 each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced
Mortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the
related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement.
The parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion
Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of
collections on or in respect of an Outside Serviced Whole Loan in accordance with the related Co-Lender Agreement. The Master Servicer
shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by the Trustee
(as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable Outside Servicing Agreement.
The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee) shall take such actions as
it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan by the related Outside Servicer
and the related Outside Special Servicer, including, but not limited to, delivering appropriate requests for release to the Custodian
(if any) in order to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special
Servicer under the applicable Outside Servicing Agreement.




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To the extent that the Trust,
as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders and the Uncertificated Interest Owners, is entitled
to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any
consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous term
is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property
or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous term
is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by the appropriate
party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)
shall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take such actions
as are reasonably necessary to allow the following party or parties to exercise such consent, approval or consultation rights: (a) the
Controlling Class Representative (unless a Control Termination Event exists or the Controlling Class Representative is not permitted
to consent under the related Co-Lender Agreement) or the Special Servicer (if a Control Termination Event exists or the Controlling Class Representative
is not permitted to consent under the related Co-Lender Agreement) shall exercise any such consent or approval rights, in each case in
accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation Termination
Event exists or the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement) or the Special
Servicer (if a Consultation Termination Event exists or the Controlling Class Representative is not permitted to consult under the
related Co-Lender Agreement) shall exercise any such consultation rights entitled to be exercised by the holder of such Outside Serviced
Mortgage Loan in accordance with Section 3.01(i); provided, that after the occurrence and during the continuance of
an Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Special Servicer or the Controlling
Class Representative, as applicable, jointly with the Operating Advisor (but in the case of the Operating Advisor, only with respect to
matters similar to Major Decisions). The Master Servicer shall only be obligated to forward any requests received from the Outside Servicer
or the Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward any such
request to the Controlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable,
has occurred and is continuing or if the Controlling Class Representative is not permitted to consent or consult, as applicable, under
the related Co-Lender Agreement and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger
Event, to the Operating Advisor), and the Master Servicer shall have no right or obligation to exercise any such consent or consultation
rights.


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the Controlling Class Representative is permitted to exercise the subject right under the related Co-Lender Agreement) and the
Special Servicer (if a Control Termination Event has occurred and is continuing or the Controlling Class Representative is not permitted
to exercise the subject right under the related Co-Lender Agreement), on behalf of the Trust, as holder of each Outside Serviced Mortgage
Loan for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner, will have the right (exercisable in its sole
discretion), to the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend
(in-person or telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as




    	 	- 194 -	 



     


    

applicable, upon reasonable notice and at times
reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing servicing
issues related to such Outside Serviced Whole Loan.


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation or
authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable Outside
Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion Loan related
to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information to the Trustee
or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan related to an Outside
Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside Servicer or the related
Outside Special Servicer, as applicable.


(h)              
The parties hereto acknowledge that each Outside Serviced Whole Loan is subject to the terms and conditions of the respective Co-Lender
Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Mortgage
Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside
Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside
Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside
Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside
Serviced Whole Loan shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement as if
such agreement was still in full force and effect with respect to the related Outside Serviced Whole Loan, until such time as a new servicing
agreement has been agreed to by the parties to the related Co-Lender 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 and any other requirements applicable to
the related Outside Serviced Mortgage Loan.


(i)                
The parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender
Agreement. With respect to each Outside Serviced Whole Loan, the parties hereto recognize the respective rights and obligations of the
related Outside Serviced Whole Loan Noteholders under the related Co-Lender Agreement, including with respect to the allocation of
collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)
and the making of payments to the related Outside Serviced Whole Loan Noteholders in accordance with the related Co-Lender Agreement
and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender Agreement,
each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered by the related
Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and that payments allocated
to each Outside Serviced




    	 	- 195 -	 



     


    

Mortgage Loan and the related Outside
Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made
by related Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer
and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein and shall
constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such Outside Serviced Mortgage
Loan.


If there are at any time
amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or
the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the
applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special Servicer, Trustee,
Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment of, or other loan-level
action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or amendment of the applicable Outside Servicing
Agreement or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject
to the operation of the provisions below in this paragraph), the party hereto that receives such request shall (but in the case of the
Master Servicer subject to the limitation that it shall only be required to deliver any such request to the Special Servicer) promptly
deliver a copy of such request to the Controlling Class Representative (if no Control Termination Event (in the case of consent rights)
or Consultation Termination Event (in the case of consultation rights) exists and the Controlling Class Representative may consent or
consult, as applicable, under the related Co-Lender Agreement) or to the Special Servicer (if a Control Termination Event (in the case
of consent rights) or Consultation Termination Event (in the case of consultation rights) exists or the Controlling Class Representative
is not permitted to consent or consult, as applicable, under the related Co-Lender Agreement), as applicable, and, following the occurrence
and during the continuance of an Operating Advisor Consultation Trigger, to the Operating Advisor, and (a) any such consent rights shall
be exercised by the Controlling Class Representative (unless a Control Termination Event exists or the Controlling Class Representative
is not permitted to consent under the related Co-Lender Agreement) or by the Special Servicer (if a Control Termination Event exists or
the Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) and (b) any such consultation
rights shall be exercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling
Class Representative is not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation
Termination Event exists or the Controlling Class Representative is not permitted to consult under the related Co-Lender Agreement);
provided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation
rights shall be exercised by the Special Servicer or the Controlling Class Representative, as applicable, jointly with the Operating Advisor
(but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions); and provided, further,
that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation,
then the Controlling Class Representative or the Special Servicer, as applicable, shall not exercise any such right of consent without
first having obtained (or having caused the related Outside Servicer or Outside Special Servicer to obtain) or received such Rating Agency
Confirmation (payable at the expense of the party making such request for consent or approval if such requesting party is a




    	 	- 196 -	 



     


    

Certificateholder, the Uncertificated VRR Interest
Owner or a party to this Agreement, and otherwise payable from the Collection Account). If a Responsible Officer of the Trustee, Certificate
Administrator or Custodian receives actual notice of a termination event under the applicable Outside Servicing Agreement, then the Trustee,
Certificate Administrator or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act
in accordance with the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative
in accordance with the applicable Outside Servicing Agreement with respect to such termination event (provided that the Master Servicer
shall only be required to comply with such instructions if such instructions are in accordance with the applicable Outside Servicing Agreement
and not inconsistent with this Agreement); provided that, if such instructions are not provided within a reasonable time period
(not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing Agreement) or
if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing Agreement to follow
such instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing
Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights (such
direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period of time that
does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the foregoing, during the
continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer under the applicable Outside
Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall have the right
(but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and
remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and the filings
of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special Servicer,
the Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of the Collection
Account. If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such
request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside Servicing Agreement for
consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related Co-Lender
Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Outside Servicing
Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement, then the Trustee
is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency
Confirmation from each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee,
if such requesting party is a Certificateholder, the Uncertificated VRR Interest Owner or a party to this Agreement, and otherwise payable
from the Collection Account) with respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is
continuing or the Controlling Class Representative is not permitted to exercise the applicable consent rights, the Trustee shall
have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator, the Special Servicer
and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material notices or other communications
delivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying Party (unless a Notifying




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Party has actual knowledge that such other
Notifying Party (i) was copied on such original notice or communication or (ii) actually received such notice or communication), the Operating
Advisor, the Controlling Class Representative (if a Consultation Termination Event does not exist) and the Depositor and, if such
notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13)
if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5
Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance
with Section 12.13); provided that, notwithstanding the foregoing, the Special Servicer shall have no obligation to
forward any such notice or communication under this provision unless (A) the Special Servicer is the only addressee of such notice or
communication or (B) there is no addressee on such notice or communication. Any obligation of the Master Servicer or Special Servicer,
as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative,
the Uncertificated VRR Interest Owner and the Certificateholders with respect to any Outside Serviced Mortgage Loan shall be dependent
on its receipt of the corresponding information and collections from the related Outside Servicer or the related Outside Special Servicer.
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with the Master
Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative, in each case as and when applicable,
to facilitate the exercise by such party of any consent, approval or consultation rights set forth in this Section 3.01 with
respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency Confirmation
on behalf of the Controlling Class Representative.


(j)                
With respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


(i)                                 pursuant to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is
obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses”
(as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced
Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata share
of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such
Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing Advance”
or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses”
(as each such term or any analogous term is defined in the related Outside Servicing Agreement), but only to the extent that they relate
to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation, any unpaid “Special Servicing
Fees,” “Liquidation Fees” and “Workout Fees” (as each such term or any analogous term is defined in the
related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and in the event that the funds received with respect
to the related Outside Serviced Whole Loan are insufficient




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to cover “Servicing Advances,”
“Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in
the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside Serviced Whole Loan, (i) the
Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse the related Outside Servicer, the related
Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement,
to the extent owed to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
may be paid by the Master Servicer to the related Outside Servicer, who shall pay such amounts to the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee, as applicable), out of general funds in the Collection Account
for the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan
and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable
Property Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the
applicable Outside Servicing Agreement), and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself
from the related Outside Securitization Trust’s general account, then the parties to this Agreement hereby acknowledge and agree
that the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the related Outside
Servicer, reimburse the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro
rata share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s)
to be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion
Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating
to the servicing and administration of such Outside Serviced Whole Loan;


(ii)             
with respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization
Trust established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect of other
mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement) the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the
related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are identified as “Indemnified Parties” in the related Outside Servicing Agreement in




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respect of other mortgages included in
such Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i) and the related
Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified against any
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 such Outside Serviced Mortgage Loan and the related Mortgaged Property
(or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services for such Outside Serviced
Mortgage Loan) under the applicable Outside Servicing Agreement (collectively, the “Pari Passu Indemnified Items”)
to the extent of the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of
the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage
Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in
the “Serviced Whole Loan Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole
Loan Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is defined in the
applicable Outside Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated
to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to
be reimbursed by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share
of the insufficiency;


(iii)                           to the extent
not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for an
Outside Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as
if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and any Outside Serviced Co-Lender
Agreement, such Outside Serviced Co-Lender Agreement shall prevail, 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 Outside Serviced Co-Lender
Agreement, that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or REMIC
Provisions; and


(iv)                           each Outside
Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating Advisor
and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


(k)              
To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


(l)                
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




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funding of terrorist activities and money
laundering (for the purposes of this clause (l), “Applicable Laws”), the Master Servicer may be required to obtain,
verify and record certain information relating to individuals and entities which maintain a business relationship with the Master Servicer.
Accordingly, each of the parties hereto agrees to provide to the Master Servicer, upon its reasonable request, from time to time such
identifying information and documentation as may be readily available to such party in order to enable the Master Servicer to comply with
Applicable Laws; provided that the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred
by such party in connection therewith.


Section 3.02          
Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing
agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer,
as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any
Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and
primarily liable to the Trustee, the Certificate Administrator, the Certificateholders, the Uncertificated VRR Interest Owner and any
Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans)
and the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability
by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any
Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the
Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer or the Special Servicer, as applicable, shall be entitled
to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as
applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification,
but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


Section 3.03                 
Collection of Certain Mortgage Loan Payments.


(a)              
The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for under
the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard with respect
to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in compliance
with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full); provided, further, that, with respect to any ARD Mortgage
Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess
cash flow to




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principal in accordance with the terms
of the Loan Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect
fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or other proceeds
in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing
Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing
Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect income
statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents). Consistent with
the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with respect
to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In addition, the Master Servicer shall
be entitled to take such actions with respect to the collection of payments on the Mortgage Loans (other than the Outside Serviced Mortgage
Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21 of this Agreement. Furthermore, with
respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if the related Loan Documents provide for the annual or quarterly
testing of financial conditions of the related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service coverage ratio
tests and/or loan-to-value ratio tests) in connection with cash-management triggers or the commencement of additional required
escrow payments, the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), as applicable (only to the extent the related information required for such testing is to be delivered to the Master Servicer
and/or the Special Servicer, as applicable, pursuant to the related Loan Documents and is actually delivered to the Master Servicer and/or
the Special Servicer, as applicable), shall use reasonable efforts to conduct such financial testing within the timeframes contemplated
by such Loan Documents, if any. Furthermore, in accordance with this Section 3.03(a), with respect to any Mortgage Loan (other
than an Outside Serviced Mortgage Loan), the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), as applicable, shall use reasonable efforts to collect financial statements from the related Mortgagor
for the periods set forth in the related Loan Documents (e.g., and as applicable, for the entire fiscal year where annual reporting is
required).


(b)              
If the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess
Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that the
Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master Servicer shall
notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of a clearly labeled item
in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements
shall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.




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(c)                                With
respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the related
Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside Operating
Advisor (A) promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan, promptly upon the related Servicing
Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit FF-3,
Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7, Exhibit FF-8,
Exhibit FF-9 or Exhibit FF-10 attached hereto, as applicable, stating that, as of the Closing Date
(or the related Servicing Shift Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing
each such recipient 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 Outside Serviced Mortgage Loan under the related Co-Lender Agreement
and the applicable Outside Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling
Note Holder” under the related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice
of any subsequent change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling
Note Holder” under the related Co-Lender Agreement (together with the relevant contact information). Upon request of the Certificate
Administrator, the Master Servicer shall provide its wire instructions for inclusion in the written notices referred to in the previous
sentence. The Master Servicer shall, within one (1) Business Day of receipt of properly identified funds, deposit into the Collection
Account all amounts received with respect to each Outside Serviced Mortgage Loan, the Mortgaged Property related to each Outside Serviced
Mortgage Loan or any related REO Property; provided, however, that to the extent any such amounts are received after 2:00 p.m.
Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the
Collection Account within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts
into the Collection Account within two (2) Business Days of receipt of such amounts.


(d)                                 With respect
to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly Payment
or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with the terms of the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice of such
failure to the related Outside Servicer and the related Outside Trustee.


Section 3.04                 
Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


(a)                                   With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may become
a lien on the related Mortgaged Property and the status of insurance




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premiums payable with respect thereto.
From time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills
for the payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged
Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under
the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance
with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make any
such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer
determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in
this Agreement to the contrary, the Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make
(and in the case of a Specially Serviced Loan, at the direction of the Special Servicer will be required to make) a payment from amounts
on deposit in the Collection Account that would otherwise be a Property Advance with respect to a Serviced Mortgage Loan notwithstanding
that the Master Servicer or the Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property
Advance, if making the payment (x) 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 (y) would remediate any adverse environmental condition or circumstance at the related Mortgaged
Property, if, in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard that making the payment is in the best interest of the Certificateholders, the Uncertificated Interest Owners and any related
Serviced Companion Loan Holder(s) (as a collective whole as if the Certificateholders, the Uncertificated Interest Owners and such Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate
nature of the related Subordinate Companion Loan(s))). If the Special Servicer makes such a determination, it shall notify the Master
Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting
the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders
and the Uncertificated Interest Owners, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit.


(b)              
The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Whole Loan
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more
segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within
two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow Account
any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement and any
Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any




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Mortgaged Property pursuant to the related
Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require or permit it to be
held in an account that is not an Eligible Account) in accordance with the terms of the related Loan Documents) and (subject to any changes
in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee for the benefit of
the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by
the Master Servicer only:


(i)                                  to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms
of the related Mortgage Loan or Serviced Whole Loan, as applicable;


(ii)                               to transfer
funds to the Collection Account and/or the applicable Whole Loan Custodial Account to reimburse the Master Servicer, the Special Servicer
or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments, but
only from amounts received with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, which represent late collections
of Escrow Payments thereunder;


(iii)                           for application
to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Whole Loan, as
applicable, and the Servicing Standard;


(iv)                        to
clear and terminate such Escrow Account upon the termination of this Agreement;


(v)                             to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Whole
Loan, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors
pursuant to the related Loan Documents; and


(vi)                            to remove any
funds deposited in an Escrow Account that were not required to be deposited therein.


(c)              
In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage
Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.


(d)              
Unless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows
or reserves established with




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respect to any Mortgage Loan as a prepayment
of such Mortgage Loan if no event of default has occurred under such Mortgage Loan.


(e)                                 To the extent
that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Loan,
or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the
terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination may be
made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection other
than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made to
Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report the
then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related Mortgage Loan
or Serviced Whole Loan as of the date required under the related Mortgage Loan or Serviced Whole Loan and report any such failure to
the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations are
required to be or to have been taken or completed.


Section 3.05              
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account;
and Legal Fee Reserve Account.


(a)                                 The Master Servicer
shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee, for the benefit of
the Certificateholders, the Uncertificated Interest Owners and the Trustee as the Holder of the Lower-Tier Regular Interests. The
Collection Account shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than
the Excess Interest) will be assets of the Lower-Tier REMIC (or the Loan REMIC, as applicable). As and when required under this Agreement,
the Master Servicer shall transfer to the Collection Account any amounts to be transferred thereto from a Whole Loan Custodial Account
as contemplated by Section 3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account
any amounts required to be deposited therein pursuant to Section 3.07(b) of this Agreement in connection with net losses
realized on Permitted Investments with respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit
or cause to be deposited in the Collection Account, within one (1) Business Day following receipt of properly identified funds,
(x) all Net Liquidation Proceeds received on or with respect to a Mortgage Loan related to a Serviced Whole Loan in connection
with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement,
and (y) without duplication, the following payments and collections received or made by it on or with respect to the Mortgage
Loans (other than any Mortgage Loan related to a Serviced Whole Loan):


(i)                                 all payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds;




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(ii)                                all payments
on account of interest on such Mortgage Loans (including Excess Interest);


(iii)                            all Yield Maintenance Charges on such Mortgage Loans;


(iv)                            all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit
in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


(v)                              all Net Insurance
Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


(vi)                           any amounts
received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any
recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related
Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


(vii)                     any Loss
of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


(viii)                    any other amounts
required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special Servicer,
including pursuant to Section 2.03 and Section 3.03(c) of this Agreement; provided, however,
that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are
received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,
review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted
by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent
Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation received with respect to such Mortgage Loans in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent
Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation
or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)
(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special




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Servicer), then it shall remit to the other
party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special
Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled
pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or Modification
Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute servicing compensation
pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall not deposit such fees
into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv) of this Agreement. In
the event that the Master Servicer deposits 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. The Master Servicer shall give
written notice to the Certificate Administrator and the Special Servicer of the location and account number of the Collection Account
and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent change thereof.


Upon receipt of any of the
amounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect to a
Mortgage Loan (other than a Mortgage Loan related to a Serviced Whole Loan), the Special Servicer shall promptly, but in no event later
than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer for deposit into the Collection
Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason; provided, however,
that to the extent any amounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph
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 to the Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event, the Special
Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of properly identified funds. With respect
to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of
the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be
so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer
with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Whole Loan) shall
initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the
applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection
Account, all in accordance with Section 3.16 of this Agreement.


(b)              
The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders
and the Uncertificated Interest Owners. Each of the foregoing accounts shall be non-interest bearing and shall be established and
maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each Distribution Date, on or before
such Distribution Date, the Certificate Administrator shall be deemed to make




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or shall make the withdrawals from the
Lower-Tier REMIC Distribution Account as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits
into the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account, as set forth in Section 4.01
hereof, and shall cause the Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of
the applicable Certificates and Uncertificated VRR Interest, pursuant to Section 4.01 hereof on such date.


Amounts deposited into and withdrawn from
the Collection Account in respect of the Icon One Daytona Mortgage Loan shall be deemed to be distributed in respect of the Loan REMIC
Regular Interest and the Loan REMIC Residual Interest in accordance with the related REMIC Declaration. Amounts deemed distributed in
respect of the Loan REMIC Regular Interest shall be deposited in the Lower-Tier Distribution Account, and amounts deemed distributed in
respect of the Loan REMIC Residual Interest shall be deposited into the Loan REMIC Residual Distribution Account to be distributed to
the Class R Certificates as set forth in Section 4.01(m) or the Excess Liquidation Proceeds Reserve Account, as applicable.


 


(c)              
The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds
has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of the
Trustee for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner. The Excess Liquidation Proceeds Reserve Account
shall be non-interest bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates
of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator.


Upon the disposition of any
REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds,
if any, realized in connection with such sale. The Special Servicer shall withdraw from each applicable REO Account and remit to the Master
Servicer for deposit into the Collection Account on a monthly basis prior to the related Master Servicer Remittance Date the Excess Liquidation
Proceeds received or collected from each REO Property during the related Collection Period, along with a notation of the amount of such
Excess Liquidation Proceeds in the CREFC® REO Liquidation Report. On the related Master Servicer Remittance Date, the Master
Servicer shall remit the Excess Liquidation Proceeds received from the Special Servicer pursuant to the immediately preceding sentence
to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation
Proceeds Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future
Realized Losses and other shortfalls in payments on the Regular Certificates and the Uncertificated VRR Interest, as determined by the
Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case
after application in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to the
Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.




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(d)              
 The Certificate Administrator shall establish and maintain the Loan REMIC Residual Distribution Account in the name of the Certificate
Administrator, in trust for the benefit of the Holders of the Class R Certificates. The Loan REMIC Residual Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the Master Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator on the applicable Master
Servicer Remittance Date for deposit in the Loan REMIC Residual Distribution Account amounts deemed distributed on the Loan REMIC Residual
Interest from the Loan REMIC pursuant to the related REMIC Declaration prior to the Determination Date for the applicable Collection Period.


The Certificate Administrator
shall, on any Distribution Date, make withdrawals from the Loan REMIC Residual Distribution Account to the extent required to make the
distributions in respect of the Loan REMIC Residual Interest required by Section 4.01(m).


 


(e)              
Prior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest
is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement,
the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator
on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner.
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection
Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest
Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


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


Following the distribution
of Excess Interest to the Holders of the Excess Interest Certificates and the Combined VRR Interest Owner on the first Distribution Date
after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution
Account.


(f)                 
Notwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Loan REMIC Residual Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve
Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account; provided that each of them shall be
treated as a separate account for purposes of deposits and withdrawals under this Agreement.


(g)              
If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be,
pursuant to or as contemplated




    	 	- 210 -	 



     


    

by Section 2.03(a) of this
Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”)
to be held on behalf of the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners, for purposes of
holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Loss of Value Reserve Fund shall be accounted for 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 (and any income earned thereon) through the Collection Account to the
Certificateholders and the Uncertificated Interest Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and
paid to the Special Servicer as additional compensation) as damages paid to and distributed by the Trust REMICs on account of a breach
of a representation or warranty by the related Mortgage Loan Seller 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 Fund 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 related account in the
Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


(h)              
For the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and
the related portion of 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 Excess Interest Distribution Account will be owned by the Grantor Trust, and the Upper-Tier
REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


(i)                
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. The Legal Fee Reserve Account shall be accounted for as
an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. On
a periodic basis (no more frequently than once every 60 days), commencing on December 1, 2022, upon receipt by the Certificate Administrator
from the Depositor or the Depositor’s counsel (with a copy to the Depositor) of a legal invoice related to Commission compliance
matters, the Certificate Administrator shall (solely in the case of a legal invoice delivered by the Depositor’s counsel, upon email
confirmation by the Depositor) 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 “BMO 2022-C3 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust
Fund, any Trust REMIC or the Grantor Trust. 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.




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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.


 


Section 3.05AWhole
Loan Custodial Account.


(a)              
The Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan (if any), one or more separate accounts,
which may be sub-accounts of a single account (with respect to each Serviced Whole Loan, the “Whole Loan Custodial Account”)
in which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the Master Servicer
on behalf of the Trustee for the benefit of the Certificateholders, Uncertificated Interest Owners and the related Serviced Companion
Loan Holder(s), as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection
Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this
Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master
Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt of properly
identified funds (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement),
the following payments and collections received or made by it on or with respect to the related Serviced Whole Loan:


(i)                                 all payments on account of principal on the related Serviced Whole Loan, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


(ii)                               all payments
on account of interest on the related Serviced Whole Loan;


(iii)                            all Yield
Maintenance Charges on the related Serviced Whole Loan;


(iv)                            any amounts
required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted
Investments with respect to funds held in such Whole Loan Custodial Account;


(v)                              all amounts
with respect to any REO Property acquired in respect of the related Serviced Whole Loan transferred to such Whole Loan Custodial Account,
or the Master Servicer for deposit in such Whole Loan Custodial Account, from the related REO Account pursuant to Section 3.16(b)
of this Agreement;




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(vi)                          all Net Condemnation
Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan (other than any Net Liquidation
Proceeds received on or in respect of the related Mortgage Loan in connection with any of the events described in clauses (iii)
and (iv) of the definition of “Liquidation Event” in this Agreement);


(vii)                       any amounts
received from the Mortgagor under the related Serviced Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B)
any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the
Master Servicer as provided herein; and


(viii)                   any other
amounts required by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or
Special Servicer, including any recovery of any Unliquidated Advances;


provided, however, that to the
extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to deposit such amounts into the related Whole Loan Custodial Account within one (1) Business Day of receipt
thereof but, in any event, the Master Servicer shall deposit such amounts into the related Whole Loan Custodial Account within two (2)
Business Days of receipt thereof.


(b)              
The foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees,
assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or
other Additional Special Servicing Compensation need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the
Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review
fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received
with respect to the Serviced Whole Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer
or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees,
defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer)
or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer
(if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess
percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a)
or Section 3.12(c), as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received
by the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced Whole Loan into the related Whole Loan Custodial
Account




    	 	- 213 -	 



     


    

and shall instead apply such fees (except
to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement.
In the event that the Master Servicer deposits in a Whole Loan Custodial Account any amount not required to be deposited therein, it may
at any time withdraw such amount from such Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall give written notice to the Certificate Administrator, the related Serviced Companion Loan Holders and the Special Servicer
of the location and account number of each Whole Loan Custodial Account and shall notify the Certificate Administrator, the related Serviced
Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be
maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage
backed securities of other series and the other accounts of the Master Servicer.


(c)                                Upon receipt of any of the amounts described in clauses (i) through (vii) and (ix) of Section 3.05A(a)
with respect to a Serviced Whole Loan, the Special Servicer shall promptly, but in no event later than one (1) Business Day after receipt
of properly identified funds, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance
with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other appropriate reason; provided, however, that to the extent
any amounts described in clauses (i) through (vii) and (ix) of the last sentence of the second preceding paragraph 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
to the Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event, the Special Servicer shall
remit such amounts to the Master Servicer within two (2) Business Days of receipt of properly identified funds. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered
because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to a Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or,
at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted
to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this
Agreement.


Section 3.06                  
Permitted Withdrawals From the Collection Account.


(a)                                 The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the
related Co-Lender Agreement and Section 3.14 of this Agreement:


(i)                                 to remit on
or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution




    	 	- 214 -	 



     


    

Account, the Loan REMIC Residual Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the
amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(d), 3.05(e), 3.23, 4.01(a)(i)
and/or Section 4.06(a) of this Agreement, as applicable;


(ii)             
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Whole Loan (other than Workout-Delayed Reimbursement Amounts) and any
related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of
any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to
this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of
the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net Insurance
Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was
made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts may be reimbursed
solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time any Advance (other
than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first
from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty Charges and Modification
Fees are insufficient, then from general collections on deposit in the Collection Account), (B) for Advances made thereby with respect
to Mortgage Loans that are part of a Serviced Whole Loan and any related Advance Interest Amounts (provided that the Trustee shall
have priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master
Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on
or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was made, which Net Liquidation Proceeds were
received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation
Event”, (C) to the extent not reimbursed pursuant to Section 3.14 of this Agreement, for Advances with respect
to Mortgage Loans and any related Advance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances
or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Whole Loan or REO Property after a Final Recovery
Determination to the extent not recovered from the related Whole Loan Custodial Account and Advance Interest Amounts thereon, first,
out of the principal portion of general collections on the Mortgage Loans and REO Properties, and second, to the extent the principal
portion of general collections is insufficient and with respect to such excess only, subject to any election in its sole discretion to
defer reimbursement thereof pursuant to Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and
REO Properties, and (D) for Workout-Delayed Reimbursement Amounts with respect to Mortgage




    	 	- 215 -	 



     


    

Loans and Advance Interest Amounts thereon,
first, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being
reimbursed pursuant to clause (C) above, and second, upon a determination by the Master Servicer, the Special Servicer or
the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable
Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO Property that relates to a Serviced Whole Loan,
such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii)
of this Agreement and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


(iii)           
to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement)
and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage Loans (to the
extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual
Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest Accrual Period or Collection Period,
as applicable, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage Loan, and to pay from time
to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest or investment income earned
on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general collections; provided,
however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Whole Loan or related REO Whole Loan
or related REO Companion Loan, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii) only
from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan, REO Mortgage Loan or REO Companion Loan,
as applicable, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv)
and (vii) of the definition of “Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of
the related Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection
Account pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation has not been paid out of
the related Whole Loan Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement;


(iv)            
in accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of
general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for
any unreimbursed expense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable
Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the




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performance of its duties under Section 2.03
of this Agreement in connection with such Material Defect or out of the enforcement of the repurchase or substitution obligation or any
other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement in connection
with such Material Defect, together with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding,
the date such expense was reimbursed, but only to the extent that such expenses are not otherwise reimbursable, each such Person’s
right to reimbursement pursuant to this clause (iv) with respect to any Mortgage Loan being subject to the following: (a) if
the Purchase Price is paid for such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of
the Purchase Price that represents such expense in accordance with clause (f) of the definition of Purchase Price, or (b) if no Purchase
Price is paid or if an amount less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan
Seller’s payment or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made,
then such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage
Loan Seller, settlement of the Material Defect claim, or payment of such Loss of Value Payment, as the case may be;


(v)             
to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust
Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e) of this Agreement
and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided
that with respect to each Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv) of
this Agreement to the extent related to such Serviced Whole Loan and if not reimbursed pursuant thereto, shall be paid from the Collection
Account as provided in this clause (v));


 


(vi)           
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the
Master Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest
Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated
or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor
Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fee is actually received from
the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid Asset Representations Reviewer Asset Review
Fee (to the extent such fee is payable by the Trust), unpaid CREFC® Intellectual Property Royalty License Fees and other
unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi), Section 2.03(j)(viii),
the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10,




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Section 3.12(c), Section 3.16(a),
Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07 of this Agreement,
or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in
each case only to the extent expressly reimbursable under such Section , it being acknowledged that this clause (vi) shall not
be deemed to modify the substance of any such Section , including the provisions of such Section that set forth the extent to
which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage
Loan that is part of a Serviced Whole Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v) of this
Agreement to the extent related to such Serviced Whole Loan and, if not reimbursed pursuant thereto, shall be paid from the Collection
Account as provided in this clause (vi), and provided, further, that fees and compensation to any party with respect
to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause (vi));


(vii)                        to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount
reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on
any Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


(viii)                     to make such
payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are contemplated by
Section 3.14 of this Agreement;


(ix)                            to make such
payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the Collection
Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of this Agreement;


(x)                               to withdraw
any amount deposited into the Collection Account that was not required to be deposited therein; or


(xi)                            to clear and
terminate the Collection Account pursuant to Section 9.01 of this Agreement.


If and to the extent that
the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above for
any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Whole Loan that represents
the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property Advance or Advance Interest
Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)), the Master Servicer (with respect
to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall use efforts consistent with the
Servicing Standard to collect such amounts out of collections on such Serviced Companion Loan (or, if and to the extent permitted under
the related




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Co-Lender Agreement, from the related Serviced
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement
Amount No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


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 parties to, and/or the securitization trust created under, the applicable Outside Servicing Agreement
by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence of manifest
error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i) through (ix) of the third preceding paragraph.


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the
Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account,
amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer,
an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer of the Trustee or the Certificate
Administrator, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the
Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is entitled (unless
such payment to the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer
may rely conclusively on any such written statement and shall have no duty to recalculate the amounts stated therein. The parties seeking
payment pursuant to this Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal
from each Collection Account, on a loan-by-loan basis.


With respect to each Outside
Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer, the related
Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, therefrom based
upon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following the immediately preceding
Determination Date, describing the item and amount to which the related Outside Servicer, the related Outside Special Servicer, the related
Outside Certificate Administrator or the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively
on any such certificate and shall have no duty to re-calculate the amounts stated therein.




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The Trustee, the Custodian,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders and the Uncertificated VRR Interest Owner
to any funds (or, if applicable, to any expressly specified funds) on deposit in the Collection Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special Servicing Compensation,
Advances, Advance Interest Amounts, Workout-Delayed Reimbursement Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but
only to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), Asset Representations
Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the extent such fee is payable by the Trust), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses hereunder
(including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed
or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third
party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).


(b)                                 The Certificate
Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate
Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein. If, as of 3:00 p.m.,
New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the preceding sentence 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, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement (including, without
limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible
Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission
sent to telecopy number 866-706-3565 (or such alternative number provided by the Master Servicer to the Certificate Administrator
in writing) and by electronic mail at NoticeAdmin@midlandls.com (or such alternative electronic mail address provided by the Master Servicer
to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such
day; provided, however, that the Master Servicer will pay the Certificate Administrator interest on such late payment at
the Prime Rate until such late payment is received by the Certificate Administrator.


(c)                                  If any Loss
of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related 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 Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining
portion thereof) from the Loss




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of Value Reserve Fund to the Master Servicer
for deposit into the Collection Account (or, in the case of clause (v) below, to the applicable Mortgage Loan Sellers), for the following
purposes:


(i)                                  to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together with any related
Advance Interest Amounts);


(ii)                                (A) to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an Additional Trust Fund Expense, and (B) to pay, in accordance with Section 3.06(a) of this Agreement, any
unpaid Liquidation Fee due and owing to the Special Servicer in connection with the receipt of such Loss of Value Payments;


(iii)                             to offset
any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (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 Mortgage Loan
with respect thereto);


(iv)                            following the
occurrence of a Liquidation Event with respect to such Mortgage Loan or any related 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) through (iii)
above as to such Mortgage Loan to cover the items contemplated by the immediately preceding clauses (i), (ii)(A)
and (iii) in respect of any other Mortgage Loan or REO Mortgage 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 of any remaining funds, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i) through (iii) above to offset any portion of
Realized Losses that are attributable to the Mortgage Loan or any related REO Property for which the contribution was made, Additional
Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan or any related REO Property for which the
contribution was made.


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the related Mortgage Loan (or any successor REO Mortgage 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 (iv)
of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO




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Mortgage Loan for which such Loss of Value
Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i), (ii)(A) and
(iii) of the prior paragraph.


Section 3.06A.                                                         Permitted
Withdrawals From the Whole Loan Custodial Account.


(a)              
The Master Servicer may make withdrawals from the Whole Loan Custodial Account for each Serviced Whole Loan only as described below
(the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges
and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


(i)                                   (A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date,
in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar
month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer to the Collection
Account all amounts on deposit in the Whole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender Agreement with
respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount, and (B)
(1) on or prior to the related Serviced Whole Loan Remittance Date in each calendar month, to remit to the related Serviced Companion
Loan Holder all amounts on deposit in the Whole Loan Custodial Account that are received as of the Business Day immediately prior to such
Serviced Whole Loan Remittance Date that are payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount and (2) on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to
such Serviced Whole Loan, if such funds are received on or after the related Serviced Whole Loan Remittance Date and before the Distribution
Date in any calendar month, to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Whole Loan Custodial
Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced
Companion Loan or any successor REO Companion Loan, exclusive of any applicable Trust Reimbursement Amount;


(ii)                               to pay or reimburse
the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced Whole Loan and any
related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any
such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this
clause (ii) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of the particular
item which was the subject of the related Advance, Penalty Charges, Net Condemnation




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Proceeds, Net REO Proceeds, Net Insurance
Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Whole Loan or any related REO Property; provided,
however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance), then neither
such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as the case may be,
out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on or in respect of the related
Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced Companion Loan (or any successor REO Companion Loan); and
provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan (or a successor REO
Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed or paid, as the case may be, out
of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder(s) with respect to
the related Serviced Companion Loan(s) (or any successor REO Companion Loan(s)), except that in the case of a Serviced AB Whole Loan,
reimbursements or payments, as the case may be, of Advances or any related Advance Interest Amounts shall be made taking into account
the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender
Agreement;


(iii)              
to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement)
as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Whole Loan (to the extent not otherwise required to
be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest
received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in
accordance with Section 3.07(b) any interest or investment income earned on funds deposited in such Whole Loan Custodial Account
and (B) to the Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Whole Loan;
provided, however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor
REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion
Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a
Serviced AB Whole Loan, such payments shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s)
to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation
earned with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage
Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights




    	 	- 223 -	 



     


    

of the Master Servicer or Special Servicer
under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation, as applicable,
with respect to any Serviced Companion Loan not held by the Trust from the related Serviced Companion Loan Holder);


(iv)            
to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Whole Loan and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


(v)              
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer
or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing
to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 3.29, Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d),
Section 11.02(a), Section 11.02(b) or Section 12.07, or any other provision of this Agreement pursuant to which
such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under
such Section and to the extent related to such Serviced Whole Loan and not related to amounts which are solely expenses of the Trust
Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC
status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed to modify the substance of any such Section ,
including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to
payment or reimbursement; provided, however, that no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer
or the Certificate Administrator or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation,
shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with
respect to the related Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Whole Loan,
such payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s)
to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement of costs and
expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction
of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);


(vi)            
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Whole Loan Custodial Account
as are




    	 	- 224 -	 



     


    

contemplated by the related Co-Lender
Agreement and Section 3.14 of this Agreement;


(vii)                        to withdraw
any amount deposited into such Whole Loan Custodial Account that was not required to be deposited therein;


(viii)                     if the related
Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the extent
required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing Agreement
for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion Loan (or REO Companion
Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made solely out of payments
and other collections on such Serviced Companion Loan (or REO Companion Loan); or


(ix)                            to clear and
terminate such Whole Loan Custodial Account pursuant to Section 9.01 of this Agreement.


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis,
for the purpose of justifying any withdrawal from each Whole Loan Custodial Account pursuant to subclauses (i) through (ix) above.
If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the
prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced
Whole Loan out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the Trust as holder
of the related Mortgage Loan has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense,
indemnity, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall
use efforts consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on
such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement
Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”) collected
from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the
Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable, from the
applicable Whole Loan Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement
of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the Trustee or the Certificate Administrator
or an officer of such advancing party under such Other Pooling and Servicing Agreement, as the case may be, describing the item and amount
to which the Special




    	 	- 225 -	 



     


    

Servicer (or such third party contractor),
the Operating Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator,
as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer
may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated therein. The parties
seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose of justifying any request for
withdrawal from each Whole Loan Custodial Account, on a loan-by-loan basis.


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right prior
to the Certificateholders and the Uncertificated Interest Owners to any funds on deposit in a Whole Loan Custodial Account from time to
time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances,
Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in such Whole Loan Custodial Account pursuant to this Agreement and the related Co-Lender
Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee, the Depositor,
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however, for the avoidance
of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from funds on deposit in a Whole
Loan Custodial Account.


After the Determination Date,
and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the
Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced
Whole Loan, if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not
available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall remit for deposit in the
Collection Account all amounts on deposit in a Whole Loan Custodial Account payable to the Trust pursuant to the related Co-Lender
Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement
Amount; and on or prior to the related Serviced Whole Loan Remittance Date in each calendar month (and also on the Business Day immediately
following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Whole Loan, if such funds
are received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to
the related Serviced Companion Loan Holder all amounts on deposit in a Whole Loan Custodial Account payable to such Serviced Companion
Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO
Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection
Account to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance
Date.


(b)              
Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall
withdraw from the related




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Whole Loan Custodial Account and remit
to the related Serviced Companion Loan Holder, within one (1) Business Day of receipt of properly identified funds, any amounts that represent
late collections or Principal Prepayments received by the Master Servicer from the related Mortgagor that are allocable to such Serviced
Companion Loan or any successor REO Companion Loan with respect thereto (exclusive of any portion of such amount paid or reimbursed to
any third party in accordance with the related Co-Lender Agreement) unless such amount would otherwise be included in the monthly
remittance to the related Serviced Companion Loan Holder for such month pursuant to Section 3.06A(a); provided, however,
that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business
Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business
Days of receipt of properly identified funds.


Section 3.07          
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


(a)              
The Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any
depository institution maintaining the Collection Account, any Whole Loan Custodial Account, any Mortgagor Account (subject to the second
succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Whole Loan Custodial Account,
any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section 3.07, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold
at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required
to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the Special Servicer
to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted
Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account or Lock-Box
Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the related Mortgagor
or Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Whole Loan)
or related documents, provided that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting
the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the
investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each
case for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner). The Trustee (for the benefit of the Certificateholders
and the Uncertificated VRR Interest Owner) shall have sole control (except with respect to investment direction, which shall be in the
control of the Master Servicer (with respect to the Collection Account, any Whole Loan Custodial Account or any Mortgagor Account) or
the Special Servicer (with respect to any REO Accounts and any Loss of Value Reserve Fund), as applicable, as an




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independent contractor to the Trust Fund)
over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee
or its nominee (which shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document of transfer,
if any, necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Certificateholders and the
Uncertificated VRR Interest Owner). Neither the Trustee nor the Certificate Administrator shall have any responsibility or liability with
respect to the investment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect
to the investment direction of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment direction of the
Master Servicer, any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
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 (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) 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 (1) all amounts then payable thereunder and (2) the amount required to be withdrawn
on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special
Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts on deposit in the Distribution Account,
the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate
Administrator Account”) shall remain uninvested.


(b)              
All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master
Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the
Mortgage Loan (or Serviced Whole Loan) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and
any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Whole
Loan Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable,
in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable.
The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit from its
own funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately
upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its power
under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the Master
Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such
Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor Account the




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amount of any loss incurred in respect
of Permitted Investments, except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage
Loan (or Serviced Whole Loan) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in
their respective capacities as Master Servicer and Special Servicer, respectively) 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 is not the Person
or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition of Eligible
Account both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the 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 Trustee may, and upon the request
of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event
the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such
action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


Section 3.08          
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


(a)              
The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan)
and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable
rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged Property
in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement cost”
of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation,
and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) or such greater
amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions and to prevent
the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement cost”
rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period endorsement as
provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as is required in the
related




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Mortgage Loan and the related Serviced
Companion Loan; provided that, if the Loan Documents with respect to any Mortgage Loan permit the related Mortgagor to maintain,
with the lender’s consent or agreement, any insurance policy that (A) has coverages, deductibles and/or other related provisions
other than those specified in the related Loan Documents or (B) is provided by an insurer that does not meet the credit ratings requirements
set forth in the related Loan Documents (any such insurance policy, a “Non-Conforming Policy”), the Master Servicer
shall not consent or agree to such Non-Conforming Policy unless the Master Servicer has received a Rating Agency Confirmation with
respect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement, the Special Servicer in accordance with
the Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance
with the Servicing Standard), shall cause to be maintained for each REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) no less insurance coverage than was previously required of the Mortgagor under the related Loan Documents (except to the
extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default); provided that to the extent the
Loan Documents require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition of
“Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer,
to the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not
meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated
in the definition of “Qualified Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available
from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available
rating who is offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts
to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection
Account pursuant to Section 3.05 of this Agreement or the Whole Loan Custodial Account pursuant to Section 3.05A
of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06
or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such
insurance shall not, for the purpose of calculating distributions to Certificateholders and the Uncertificated VRR Interest Owner, be
added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It
is understood and agreed that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions
set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms of the
related Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the related Mortgaged Property (other than an REO Property and other than with respect to an Outside Serviced
Mortgage Loan) is located in a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the
Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Serviced Loan, and if the related Mortgagor
does not so maintain,




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shall itself obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion
Loan(s) and (ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Whole Loan and as
is available for the related property under the national flood insurance program (assuming that the area in which such property is located
is participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which
earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Whole Loan, the Master Servicer
shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does
not so maintain will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as
such insurance continues to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the
amount required by the Mortgage Loan or Serviced Whole Loan or, if not specified, in-place at origination. If an REO Property (other
than an REO Property related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard
area or (ii) is related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the
Servicing Standard and such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the
provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof
providing the same coverage as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer
or Special Servicer in maintaining insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer
as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the
Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders,
the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, claims under each related insurance policy maintained by
it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to be maintained by the Master
Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee
as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from a Qualified Insurer, and if not available
from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance at
commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake
or environmental insurance policy on any Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake
or environmental insurance policy on any REO Property, in each case unless such insurance is required to be maintained under the related
Loan Documents and is available at commercially reasonable rates; provided, however, that neither the Master Servicer nor
the Special Servicer shall have any obligation to maintain such earthquake or environmental insurance policy required under the related
Loan Documents if the originator of the Serviced Mortgage Loan or Serviced Whole Loan




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waived compliance with such insurance
requirements (and if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake
or environmental insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at
the Trust’s expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO
Property so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s
obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts
consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is
entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making determinations as
to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer, as applicable,
shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants in making
such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made more frequently
than annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer, as applicable,
receives notice of the renewal, replacement or cancellation of coverage.


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default
with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any carve out for terrorist
or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing Standard that the failure to maintain
such insurance is an Acceptable Insurance Default; provided that, during the period that the Special Servicer is evaluating such
insurance hereunder, the Master Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain
terrorism insurance and shall not be in default of its obligations hereunder as a result of such failure. The Special Servicer shall promptly
notify the Master Servicer of each determination under this paragraph.


(b)              
(i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard
losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced
Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or, if applicable,
related Serviced Whole Loan (other than any Mortgagor that is required under the related Loan Documents to maintain insurance with an
insurer rated better than as indicated in the definition of “Qualified Insurer” that maintains insurance with an insurer
rated at least as indicated in the definition of “Qualified Insurer”) or the Special Servicer obtains and maintains
a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties (other than an REO Property acquired in
respect of an Outside Serviced Mortgage Loan), as required under this Agreement, as the case may be, then the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations concerning the maintenance of
insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket insurance policy shall be maintained with
a Qualified Insurer. A blanket insurance policy may contain a deductible




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clause, in which case the Master Servicer
or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged
Property a policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and (ii) there shall
have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection
Account or, if applicable, related Whole Loan Custodial Account from its own funds the amount not otherwise payable under the blanket
policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan or Serviced Whole Loan or, in the absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable,
the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee, the Certificateholders,
the Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder, claims under any such blanket policy which it maintains
in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment
or permit recovery thereunder.


(ii)             
If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect of
an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a Qualified
Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be
maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as the case may be,
shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to Section 3.08(a)
of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable,
shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise
complying with the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which would have
been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Whole
Loan Custodial Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan and/or related Serviced Companion
Loan(s) related thereto, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.


(iii)           
In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be
covered by such “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 as a Property Advance. Any




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legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether
by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


(c)              
The Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance
coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent
with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned by fraud,
theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as the case may be.
The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one of its respective Affiliates
has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the
term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent
with the Servicing Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long
as the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent), as applicable, has (i) a long-term
unsecured debt rating or deposit account rating of at least “A-” by S&P, (ii) a short term deposit or unsecured debt
rating of at least “F1” by Fitch, and (iii) if rated by KBRA, a long term unsecured debt rating of at least “A-”
by KBRA, the Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity bond and errors and omissions
coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause
to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Whole Loan on behalf of such Sub-Servicer, a fidelity
bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy
to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance
obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


(d)              
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 3.09          
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


(a)              
Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision
under the Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the




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preparation of written materials in connection
with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive any right to accelerate payment
the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan.
If the Master Servicer receives any such request with respect to Performing Serviced Loans, the Master Servicer shall promptly deliver
a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to any Performing Serviced Loan as to which
the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall process and analyze any such request, including
the preparation of written materials in connection with such analysis, in accordance with the Servicing Standard, and provide its written
recommendation and analysis to the Special Servicer as to whether or not to waive any right to accelerate payment the lender may have,
or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan (with any such recommended
course of action to be subject to the Special Servicer’s consent).


Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner consistent
with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property
and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt of a request for a waiver or
consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent that it is processing
such request pursuant to the first paragraph of this Section 3.09(a), with the written consent of the Special Servicer, which
consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as
required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such
Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) after the
Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such
action and any additional information reasonably available to the Master Servicer that the Special Servicer may reasonably request for
the analysis of such request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the
Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard,
that the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master
Servicer (with the written consent of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the
Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance
provision, the Master Servicer or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator,
each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination;
provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered
if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a)
in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of
the related Loan Documents with respect thereto; and (2) close the related transaction, subject to the consent of the Special Servicer




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obtained as described above (if the Master
Servicer is processing such request) and to the consent rights of any applicable Directing Holder and/or the consultation rights of any
applicable Consulting Party (to the extent any such Directing Holder or Consulting Party has consent or consultation rights, as applicable,
pursuant to any related Co-Lender Agreement or pursuant to Section 3.29, Section 6.09, Section 3.24 or this Section
3.09(a), as applicable), and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.28; provided,
however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof
would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal
income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to,
or on parity with, the lien of the related Mortgage.


With respect to all Serviced
Mortgage Loans and each Serviced Whole Loan, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer
pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action, obtain the written
consent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected
to) by such related Directing Holder of the Major Decision Reporting Package for such action, which recommendation and information may
be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer,
as applicable.


In addition, neither the
Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related
request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to
such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A)
represents less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance
that is equal to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and
proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate
of the Stated Principal Balance of the Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount
of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as
a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced
Mortgage Loan related to a Serviced Whole Loan) has a principal balance less than $10,000,000; provided that, for the avoidance
of doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be
required in connection with such waiver or grant of consent under any “due-on-encumbrance” provision if the affected
Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence.


Further, neither the Master
Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related
request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation




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with respect to such action, or (2) the affected
Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole Loan) (A) represents less than 5% of the principal
balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C)
is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage
Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Whole
Loan) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained
in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant
of consent under any “due-on-sale” provision if the affected Serviced Mortgage Loan satisfies the conditions set forth
in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement, due-on-sale provisions shall
include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation
of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not permitted under the related Loan Documents,
and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any
Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each case to the extent not permitted
under the related Loan Documents.


The Master Servicer or the
Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor, each Risk
Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information
Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement)
and, with respect to a Serviced Whole Loan, each related Serviced Companion Loan Holder, of any assumption or substitution agreement executed
pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver to the Certificate
Administrator (or a Custodian appointed by it) an original of the recorded agreement relating to such assumption or substitution within
15 Business Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)),
shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s
Website in accordance with Section 12.13 of this Agreement.


Further, subject to the terms
of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if it is the
party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs in
connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be paid by the related
Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection
with the




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foregoing shall be paid by the Master Servicer
as a Property Advance (or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor
a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee
shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.


(b)              
Nothing in this Section 3.09 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
lien or other encumbrance with respect to such Mortgaged Property.


(c)              
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant
to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or
Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


(d)              With respect to any Serviced Mortgage Loan or Serviced Whole Loan which permits release of Mortgaged Properties through defeasance,
and to the extent consistent with the terms of the related Loan Documents:


(i)                                   Subject to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24
and 6.09 with respect to Major Decisions and Special Servicer Decisions, the Master Servicer shall process all defeasances of Serviced
Mortgage Loans and Serviced Whole Loans in accordance with the terms of the related Loan Documents, and shall be entitled to any defeasance
fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement).


(ii)                             In the event
such Serviced Mortgage Loan or Serviced Whole Loan requires that the Master Servicer on behalf of the Trustee purchase the required “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant to clause (v)
below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related Loan Documents), purchase or
cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced Whole Loan and deliver to the Master
Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable,
the related Serviced Companion Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not




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accept the amounts paid by the related
Mortgagor to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have
been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines
of the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q
to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the “Retained
Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator has transferred to a third
party or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related
defeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice
of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations in the related Loan
Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance
request to the related Mortgage Loan Seller (or such other party specified below) or to the related Mortgage Loan Seller’s assignee.
Until such time as BMO provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which BMO is the related Mortgage Loan Seller shall be delivered to Michael.Birajiclian@bmo.com and David.Schell@bmo.com.
Until such time as CREFI provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which CREFI is the related Mortgage Loan Seller shall be delivered to richard.simpson@citi.com and
ana.rosu@citi.com. Until such time as 3650 REIT provides written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations as to which 3650 REIT is the related Mortgage Loan Seller shall be delivered to 3650
REIT in accordance with Section 12.04. Until such time as LMF provides written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which LMF is the related Mortgage Loan Seller shall be delivered
to LMF in accordance with Section 12.04. Until such time as UBS AG provides written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which UBS AG is the related Mortgage Loan Seller shall be delivered
to UBS AG in accordance with Section 12.04. Until such time as Sutherland Asset I provides written notice to the contrary, the
notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which Sutherland Asset I is the related
Mortgage Loan Seller shall be delivered to Sutherland Asset I in accordance with Section 12.04. Until such time as SMC provides
written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which
SMC is the related Mortgage Loan Seller shall be delivered to SMC in accordance with Section 12.04.


(iii)           
The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of




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Counsel (which shall be an expense of the
related Mortgagor to the extent consistent with the related Loan Documents) to the effect that the Trustee on behalf of the Certificateholders
and the Uncertificated Interest Owners has a first priority security interest in the defeasance deposit and the “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable; such opinion, together with any other certificates
or documents to be required in connection with such defeasance shall be in form and substance acceptable to the Master Servicer.


(iv)                          The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified
public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the
requirements of the related Loan Agreement or Mortgage.


(v)                              To the extent
consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master Servicer
shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer shall not be required
to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered a defeasance certificate
to such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage Loan that, at the time
of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with
a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal
Balance of all Mortgage Loans.


(vi)                           If the Mortgage
Loan or Serviced Whole Loan permits the related Mortgagor or the lender or its designee to cause an accommodation Mortgagor to assume
such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s cost and expense
(and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such assumption) a
special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate Administrator has
received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published guidelines of the
Rating Agencies).


(vii)                       To the extent
consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and expenses incurred
in connection with the defeasance of the related Mortgage Loan or Serviced Whole Loan. In the event that the Mortgagor is not required
to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional Trust Fund Expenses.




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(viii)                    In no event
shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation (or conditioning
approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of a defeasance
on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency guidelines
(provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the violation
of applicable law or the Loan Documents).


(ix)                           The Master
Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the
Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of any
Trust REMIC as a REMIC or result in the imposition of a tax upon any Trust REMIC or the Trust Fund (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” as set
forth in Section 860G(c) of the Code).


(e)               
Notwithstanding any other provision of this Agreement, without any other approval or consent of the Special Servicer or the Directing
Holder, the Master Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process
a Mortgagor’s request for consent to subject the related Mortgaged Property to an immaterial easement, right of way or similar
agreement for utilities, access, parking, public improvements or another purpose (and may consent to subordination of the related Serviced
Loan to such easement, right of way or similar agreement); provided that in each case, the Master Servicer or Special Servicer,
as applicable, (A) shall have determined in accordance with the Servicing Standard that such action will not materially and adversely
affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (B) shall
have determined that such action will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.
The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in making any such determination.


Section 3.10            
Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


(a)              
Promptly upon knowledge of the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer
shall use reasonable efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced
by, and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer
out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the
related Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Whole Loan has an




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outstanding principal balance of less
than $2,000,000 (provided that the Special Servicer may, in its sole discretion in accordance with the Servicing Standard, obtain an updated
Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i)); provided, however, that the
Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal valuation of any Mortgaged Property with
respect to which there exists an Appraisal which is less than nine (9) months old unless the Special Servicer determines in accordance
with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which
an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal.
Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by
the Special Servicer, upon request, to each related Serviced Companion Loan Holder.


As of the first Determination
Date following a Serviced Mortgage Loan becoming 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 (or, if applicable, internal
valuation performed) by the Special Servicer with respect to such Serviced Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in
its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof
using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. Upon obtaining actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced Mortgage Loan has become
an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside
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 (and does receive within a reasonable period of time) and
reasonably believes is necessary to perform such calculation, 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 from the Outside Servicer, Outside
Special Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. In connection with its calculation of a Collateral Deficiency Amount with respect
to an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Special Servicer shall be entitled to conclusively rely
on any appraisal or other information received from the related Outside Servicer, Outside Special Servicer or Outside Trustee. The Special
Servicer shall notify the Master Servicer and the Certificate Administrator of any Collateral Deficiency Amount calculated by the Special
Servicer with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan. The Master Servicer and the Certificate
Administrator shall be entitled to conclusively rely on any Collateral Deficiency Amounts calculated by the Special Servicer with respect
to an Outside Serviced Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt of notice that an Outside
Serviced Mortgage Loan has become an AB Modified Loan, such party shall




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promptly notify the Special Servicer thereof.
None of the Trustee, the Certificate Administrator or the Master Servicer shall calculate or verify any Collateral Deficiency Amount.


The Certificate Balance of
each Class of applicable Principal Balance Certificates shall be notionally reduced (for purposes of determining the identity of
the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event or an Operating Advisor
Consultation Trigger Event, and, to the extent expressly set forth herein, for purposes of allocating and/or exercising Voting Rights
in connection with certain circumstances involving the termination of certain parties hereto) as of any date of determination to the extent
of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. An amount equal to the Vertically
Retained Percentage of the aggregate Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution
Date shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest (which
amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and
the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts
of such Certificate Balance and Uncertificated VRR Interest Balance). The Non-Vertically Retained Percentage of the aggregate Appraisal
Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce the
Certificate Balances of the following Classes of Non-Vertically Retained Principal Balance Certificates in the following order of priority:
first, to the Class K-RR Certificates; second, to the Class J-RR Certificates; third, to the Class G-RR
Certificates; fourth, to the Class F-RR Certificates; fifth, to the Class E Certificates; sixth, to the
Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth,
to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates and (vi) Class A-SB Certificates,
based on their respective Certificate Balances (provided in each case that no Certificate Balance in respect of any such Class may
be notionally reduced below zero). In addition, as of any date of determination for purposes of determining the Controlling Class or
the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, and after taking into account the allocations
contemplated by the prior sentence, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts shall be applied to notionally
reduce the Certificate Balances of each Class of the Control Eligible Certificates in the following order of priority (in each case
after taking into account any Appraisal Reduction Amounts allocated thereto): first, to the Class K-RR Certificates; second,
to the Class J-RR Certificates; third, to the Class G-RR Certificates; and fourth, to the Class F-RR Certificates (provided
in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero). For the avoidance of
doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination Event or an Operating Advisor
Consultation Trigger Event, any Class of Control Eligible Certificates shall be allocated the Non-Vertically Retained Percentage
of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, in accordance with the preceding two sentences.


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth herein,
for the purposes of allocating and/or exercising Voting Rights in connection with certain circumstances involving the termination of certain
parties hereto, and with respect to any Appraisal Reduction




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Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class, or the occurrence of a Control Termination Event or an Operating Advisor Consultation
Trigger Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.


The Special Servicer shall
promptly notify the Master Servicer, the Operating Advisor and the Certificate Administrator of the determination and any redetermination
of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount
by providing such information in the CREFC® Appraisal Reduction Template or in a format mutually agreeable to both the
Special Servicer and the recipient, and the Certificate Administrator shall promptly post notice of the determination of any such Appraisal
Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC®
Appraisal Reduction Template, on the Certificate Administrator’s Website.


Any Appraisal Reduction Amounts
with respect to each Serviced Whole Loan shall be allocated, first, to any related Serviced Subordinate Companion Loan(s) (up to the outstanding
principal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s),
on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related Co-Lender
Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset all or some
portion of an Appraisal Reduction Amount.


The Holders of the majority
(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal of the Mortgaged Property securing any Serviced Loan as to which there exists an Appraisal Reduction
Amount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its
reasonable efforts to cause such Appraisal to be (i) delivered within 30 days from receipt of the Requesting Holders’
written request and (ii) prepared on an “as-is” basis by an Appraiser in accordance with MAI standards. Upon receipt
of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted
and, if so warranted, the Special Servicer shall recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based upon such second Appraisal and receipt of information reasonably requested by the Special Servicer from the Master Servicer and
reasonably required to calculate or recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Special
Servicer shall promptly deliver notice to the Certificate Administrator and the Master Servicer of any such determination and recalculation
of Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, and the Certificate Administrator shall promptly post such
notice to the Certificate Administrator’s Website. If required by any such recalculation, the applicable Appraised-Out Class
shall be reinstated as the Controlling Class and each other affected Class of Principal Balance Certificates and affected Uncertificated
Interest will, if applicable, have its related Certificate Balance or Uncertificated




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Interest Balance, as applicable, notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.


Any Appraised-Out Class as
to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral
Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class until
such time, if any, as such Class is reinstated as the Controlling Class and no Control Termination Event exists, and the rights
of the Controlling Class shall be exercised by the most subordinate Class of Control Eligible Certificates that is not an Appraised-Out
Class, if any, during such period.


Appraisals that are to be
obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals
that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard
to any appraisal requests made by any Holder of an Appraised-Out Class.


(b)              
In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with
Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property
Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state
where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related
Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is
obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator, any applicable Directing Holder
and any applicable Consulting Party.


In the event that title to
any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure or
by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its
nominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed
by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests
and the Loan REMIC Regular Interest on behalf of the Holders of the Certificates, the Uncertificated VRR Interest Owner and, if applicable,
and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related Serviced
Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of Section 9.01)




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be considered to be an REO Mortgage Loan held
in the Trust Fund until such time as the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections
net of expenses.


(c)                                 Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal
property pursuant to this Section 3.10 unless either:


(i)                
such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning
of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


(ii)             
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under
the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust
to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


(d)                                Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust Fund
or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or membership interest
or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer
shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the
holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the imposition of a tax
on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or
cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


(e)                                   Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust
Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or
by deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any
Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise
acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian,
the Trustee, the Certificate Administrator, the Trust Fund, the Certificateholders, the Uncertificated VRR Interest Owner or, if applicable,
the related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time




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to time, or any comparable law, unless
the Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment
report prepared by an Independent Person who regularly conducts environmental audits, 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 Trust Fund and any related Serviced Companion Loan Holder (as a
collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; 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 Trust Fund and any related Serviced
Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate
Companion Loan(s))) to take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation.


In the event that the environmental
assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not
be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such
fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly conducts
such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders, the Uncertificated VRR Interest
Owner and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by
the Special Servicer for purposes of this Section 3.10.


In the event that the Special
Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder, the
Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related Serviced
Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


(f)               
The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three
months of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for
purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent
with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with
respect to any Mortgage Loan (including that the environmental assessment




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identify any potential pollution conditions
(as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance
the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance with the Servicing Standard,
that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance
Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any
environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided to the Holder of any
Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request to the Special Servicer.


(g)              
If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property
is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related
Serviced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion
Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines
pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials
are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s), as a collective
whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion Loan(s)), to take such action with respect
to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced
Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single
lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of any related Subordinate Companion
Loan(s)). The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection
Account.


(h)              
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the IRS 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 Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS
and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099C,
all forgiveness of indebtedness 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, the Certificate Administrator and, if affected, to
any related Serviced Companion Loan Holder.



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Section 3.11                 
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any
Mortgage Loan or Serviced Whole Loan or the receipt by the Master Servicer or the Special Servicer of a notification that payment in
full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify
the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery
of a certification (which certification 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 3.05 of this Agreement
have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


From time to time upon request
of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the Certificate Administrator
(or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release
to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate Administrator (or a Custodian
appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced Whole Loan into an REO Property, receipt
by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Whole
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 have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become an REO Property, the
Certificate Administrator shall deliver (or cause any Custodian appointed by it to deliver) a copy of the Request for Release to the Master
Servicer or Special Servicer, as applicable.


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any
court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably
acceptable to the Trustee, 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 Loan or Serviced Whole Loan, or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the Trustee and a statement 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 or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale.


If from time to time, pursuant
to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan,
and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside
Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced
Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Certificate
Administrator and the Certificate Administrator shall release (or cause any Custodian appointed by it to release) such original Note to
the requesting party or its designee. In connection




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with the release of the original Note for an
Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate Administrator (or a Custodian appointed by it)
shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special
Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.


Section 3.12          
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


(a)              
As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including
each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion
Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included as part of
a Serviced Whole Loan and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit in the Collection
Account and/or, in the case of a Serviced Whole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(a)(iii)
and Section 3.06(a)(vii) and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer
shall be entitled to receive, as additional servicing compensation (the following items, collectively, “Additional Servicing
Compensation”), (i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment
of a Performing Serviced Loan (except in connection with any Payment Accommodation) consented to by the Master Servicer pursuant to Section 3.24
of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect
to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection with any Payment Accommodation)
consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects
to handle any related processing), (iii) (A) 0% of any Excess Modification Fees in respect of a Payment Accommodation that is processed
by the Special Servicer, whether or not the subject Mortgage Loan is a Specially Serviced Loan and (B) 100% of any Excess Modification
Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described in
Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan, (iv) 100% of any defeasance fee received in
connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided that for the
avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver
fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement), (v) 100% of any Assumption
Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented
to by the Master Servicer that did not require the approval of the Special Servicer, (vi) 50% of any Assumption Fees with respect
to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to by the
Special Servicer (whether or not the Special Servicer elects to handle any related processing), (vii) the aggregate Prepayment Interest
Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount is not
required to be included in any Compensating Interest Payment, in each case to the extent received and




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not required to be deposited or retained
in the Collection Account pursuant to Section 3.05 of this Agreement, and (in the case of a Serviced Companion Loan) to the
extent permitted under the related Co-Lender Agreement, (viii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned
checks and (B) beneficiary statement charges) actually received from Mortgagors in the case of items prepared by the Master Servicer or
with respect to the accounts held by the Master Servicer pursuant to this Agreement or the related Loan Documents, including the Collection
Account or any related subaccount, any Escrow Account or related subaccount, any Whole Loan Custodial Account or related subaccount, any
Lock-Box Account or related subaccount or any reserve account or related subaccount, (ix) 100% of assumption application fees actually
received from Mortgagors on Performing Serviced Loans (if the related assumption was processed by the Master Servicer), (x) 100%
of Consent Fees with respect to a Performing Serviced Loan (except in connection with any Payment Accommodation) that did not require
the approval of, or processing by, the Special Servicer, (xi) 50% of any Consent Fees with respect to a Performing Serviced Loan
(except in connection with any Payment Accommodation) consented to by the Special Servicer (regardless of whether the Master Servicer
or the Special Servicer processes the related servicing matter), (xii) (A) 0% of any Consent Fees in respect of a Payment Accommodation
that is processed by the Special Servicer, whether or not the subject Mortgage Loan is a Specially Serviced Loan and (B) 100% of any Consent
Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described in
Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan, (xiii) 100% of Excess Penalty Charges paid
by the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced Loan is
a Specially Serviced Loan (provided that for the avoidance of doubt, the Master Servicer shall be entitled to any collections of
Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Performing Serviced Loan even if collected
when the Serviced Loan is a Specially Serviced Loan), (xiv) 100% of fees for insufficient or returned checks actually received from
Mortgagors relating to the accounts held by the Master Servicer, and (xv) 100% of beneficiary statement charges actually received from
Mortgagors to the extent the related beneficiary statements were prepared by the Master Servicer; provided, however, that
the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (vi) above as additional
compensation with respect to a specific Mortgage Loan or Serviced Whole Loan, as applicable, with respect to which a default or event
of default thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been waived
in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest
Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due
with respect to such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) in the case of expense items, that arose within
the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii),
Section 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Whole Loan Custodial Accounts
and to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Whole
Loan or applicable law) any interest or other income earned on deposits therein. Interest




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or other income earned on funds in the
Collection Account, Whole Loan Custodial Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall
be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO Account shall
be payable to the Special Servicer. In addition, the Master Servicer shall be entitled to charge and retain reasonable review fees in
connection with any Mortgagor request with respect to any Performing Serviced Loan as to which the Mortgagor request does not relate to
a Major Decision or a Special Servicer Decision or in connection with any Mortgagor request that relates to a Major Decision or Special
Servicer Decision being processed by the Master Servicer with the mutual agreement of the Special Servicer, to the extent such fees are
(i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually paid by or on
behalf of the related Mortgagor. The Special Servicer shall not waive any review fee due to the Master Servicer without the Master Servicer’s
consent. Notwithstanding the foregoing, the Master Servicer’s right to the additional servicing compensation described in this paragraph
with respect to a Serviced Companion Loan shall be subject to the related Co-Lender Agreement.


For the avoidance of doubt,
with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer
and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its
respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have
the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the
party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee.
For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge
the portion of the related fee the Special Servicer would have been entitled to 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. The foregoing provisions of this paragraph shall only
apply to Performing Serviced Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the
Special Servicer of any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


Midland Loan Services, a
Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time,
at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either
case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer,
sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with
the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate
substantially in the form attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have
delivered to Midland Loan Services, a Division of PNC Bank, National Association and the Depositor a certificate substantially in the
form attached as Exhibit CC-2 to this Agreement. None




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of the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated to register or qualify
an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification.
Midland Loan Services, a Division of PNC Bank, National Association and each holder of an Excess Servicing Fee Right desiring to effect
a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank,
National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee
Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify
the Certificateholders, the Uncertificated Interest Owners, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate
Administrator, the Trustee, the Custodian, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder
thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding
of such Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act.
From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master
Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO
Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business
Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided
by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement
except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the
Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any
obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all
fees of any Sub-Servicers retained by it.


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary, in
the case of a Serviced Whole Loan, in no event shall Servicing Fees with respect to the related Mortgage Loan (including an REO Mortgage
Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and in no event
shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out
of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced
Subordinate Companion Loan, in no




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event shall Servicing Fees with respect to
such Serviced Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect
to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees
with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


(b)              
As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to
each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee the
Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate Administrator
Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator and the Authenticating
Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee may not be
transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s,
as applicable, responsibilities and obligations under this Agreement.


(c)              
As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Serviced Companion Loan that is included as part of each Serviced Whole Loan) in respect of each Interest Accrual Period
to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced
Whole Loan or portion thereof, the related Whole Loan Custodial Account as set forth in Section 3.06(a) and Section 3.06A.
The Special Servicer’s rights to 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. In addition, the Special Servicer
shall be entitled to receive, as additional servicing compensation (the following items, collectively, the “Additional Special
Servicing Compensation”): (i) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or
amendment of a Performing Serviced Loan (except in connection with any Payment Accommodation) consented to by the Special Servicer pursuant
to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any related processing); (ii) 100%
of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced Loan consented
to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) (A) 100% of any Excess Modification Fees in respect
of a Payment Accommodation that is processed by the Special Servicer, whether or not the subject Mortgage Loan is a Specially Serviced
Loan and (B) 0% of any Excess Modification Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement
of the Special Servicer as described in Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan; (iv) 100%
of any Assumption Fees with respect to a Specially Serviced Loan; (v) 50% of any Assumption Fees with respect to a Performing Serviced
Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether
or not the Special Servicer elects to handle any related processing); (vi) 100% of Ancillary Fees (other than (A) fees for insufficient




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or returned checks and (B) beneficiary
statement charges) actually received from Mortgagors in the case of items prepared by the Special Servicer or with respect to accounts
held by the Special Servicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any
REO Accounts; (vii) 100% of assumption application fees actually received from Mortgagors on (A) Specially Serviced Loans and
(B) Performing Serviced Loans if the related assumption was processed by the Special Servicer; (viii) 100% of Consent Fees with
respect to a Specially Serviced Loan; (ix) 50% of any Consent Fees with respect to a Performing Serviced Loan (except in connection
with any Payment Accommodation) consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer
processes the related servicing matter); (x) (A) 100% of any Consent Fees in respect of a Payment Accommodation that is processed by the
Special Servicer, whether or not the subject Mortgage Loan is a Specially Serviced Loan and (B) 0% of any Consent Fees in respect of a
Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described in Section 3.24(a)
of this Agreement) with respect to a Performing Serviced Loan; (xi) 100% of Excess Penalty Charges accrued with respect to any Serviced
Loan during the period such Serviced Loan is a Specially Serviced Loan and actually received from the Mortgagors (provided that
for the avoidance of doubt, the Special Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts
accrued while the related Serviced Loan is a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced
Loan); (xii) any interest or other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund; (xiii) 100%
of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts held by the Special Servicer; and
(xiv) 100% of beneficiary statement charges actually received from Mortgagors to the extent the related beneficiary statements were prepared
by the Special Servicer. In addition, the Special Servicer shall be entitled to charge and retain reasonable review fees in connection
with any Mortgagor request with respect to any Specially Serviced Loan or any Mortgagor request with respect to any Performing Serviced
Loan that is being processed or consented to by the Special Servicer, to the extent such fees are (i) not inconsistent with the related
Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor.
The Master Servicer shall not waive any review fee due to the Special Servicer without the Special Servicer’s consent. The Special
Servicer shall not be entitled to any Special Servicing Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the
foregoing, the Special Servicer’s right to the additional servicing compensation described in this paragraph with respect to a Serviced
Companion Loan shall be subject to the related Co-Lender Agreement.


For the avoidance of doubt,
with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer
and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its
respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have
the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the
party that reduced or




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elected not to charge such fee shall not have
any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled
to 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.
The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement,
shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially Serviced
Loan.


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


The Special Servicer shall
also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Mortgage Loan or Serviced Whole Loan for so long as it remains a Corrected Loan. The Special Servicer shall not be entitled
to any Workout Fee with respect to any Outside Serviced Mortgage Loan. 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. If the Special Servicer is terminated (other than for cause) or resigns:
(1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Serviced Whole Loans that
became Corrected Loans prior to the time of that termination or resignation, except the Workout Fees will no longer be payable if any
such Mortgage Loan or Serviced Whole Loan subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees
payable in respect of any Mortgage Loan or Serviced Whole Loan that was, at the time of that termination or resignation, a Specially Serviced
Loan for which the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or
was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and timely
Monthly Payments as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes
a Corrected Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w)
of the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such Mortgage
Loan or Serviced Whole Loan subsequently becomes a Specially Serviced Loan. In either case, the successor special servicer will not be
entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing compensation in the
form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior
to the deposit of the Net Liquidation Proceeds in the Collection Account or the Whole Loan Custodial Account, as applicable. However,
no Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection with, or out of, Liquidation Proceeds
as set forth in the final two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein
to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific
collections or proceeds on any Mortgage Loan or Serviced Whole Loan. For purposes of the foregoing provisions of this Section 3.12(c),
a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination
without cause.




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If at any time a Mortgage
Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect the amount
of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related Loan Documents, including
exercising all remedies available under such Loan Documents that would be in accordance with the Servicing Standard, specifically taking
into account the costs or likelihood of success of any such collection efforts and any applicable Realized Loss(es) that would be incurred
by Certificateholders and/or the Uncertificated Interest Owners in connection therewith as opposed to the Realized Loss(es) that would
be incurred as a result of not collecting such amounts from the related Mortgagor.


The Special Servicer shall
not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In addition,
the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


Notwithstanding anything
herein to the contrary, in the case of a Serviced Whole Loan, in no event shall Special Servicing Compensation with respect to the related
Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari
Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced Pari Passu Companion
Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or
the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless otherwise provided in the related Co-Lender
Agreement, in no event shall Special Servicing Compensation with respect to such Companion Loan (including an REO Companion Loan) be payable
out of payments and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or
the Mortgage Pool. This paragraph is in no way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement
to seek payment of unpaid Special Servicing Compensation with respect to any Serviced Companion Loan from the related Serviced Companion
Loan Holder.


(d)              
Notwithstanding anything herein to the contrary, any fees or other charges charged by the Master Servicer or the Special Servicer
in connection with processing any Payment Accommodation with respect to any Serviced Loan (in the aggregate with each other such Payment
Accommodation with respect to such Serviced Loan) shall not exceed $45,000 (excluding attorneys’ fees and out-of-pocket third party
expenses) (the “Payment Accommodation Fee Cap”) and shall only be borne by the related borrower, not the Trust. For
the avoidance of doubt, in the event of a borrower default under a Payment Accommodation, the Payment Accommodation Fee Cap shall only
apply to the initial processing of such Payment Accommodation, and, in such event, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to all fees that would be payable to it pursuant to the terms of this Agreement with respect to further servicing actions
with respect to the related Mortgage Loan.


(e)              
The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury




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Regulations Section 1.860G-1(b)(3)(iii).
Such expenses shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with
foreclosure, the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)
of this Agreement.


(f)               
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of
their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of
the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would
not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other
collections on or in respect of the Mortgage Loans or Serviced Whole Loan (to the extent recovery is permitted from a Serviced Whole Loan
hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


If the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor,
any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s or
the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s good faith
business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense of the Trust Fund hereunder,
then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be,
shall not be required to take any action in response to such request or inquiry unless the Mortgagor or such Certificateholder or such
other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the Operating
Advisor’s, the Certificate Administrator’s or the Trustee’s expenses associated with such counsel (including, without
limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have
no liability to any Person for the failure to respond to such request or inquiry.


(g)              
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within
two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received such
information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution Date, an electronic
report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any
of its Affiliates during the related Collection Period; provided, that no such report shall be due in any month during which no
Disclosable Special Servicer Fees were received.




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(h)                                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 or rebates) from any Person (including, without limitation, the Trust, any Mortgagor,
any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and any purchaser of any Serviced
Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced 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 3.12; provided that such prohibition shall not apply to Permitted Special
Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special Servicer as expressly provided
for under the applicable Outside Servicing Agreement with respect to an Outside Serviced Mortgage Loan, or as master servicer or special
servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization of a Serviced
Companion Loan. For the avoidance of doubt, the foregoing is not intended to act as a prohibition on the right of any entity acting in
the capacities of both Master Servicer and Special Servicer from receiving or retaining any fees, compensation or other remuneration
it is entitled to in its capacity as Master Servicer pursuant to this Agreement.


(i)                                     If a
Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special Servicer
shall service and administer the related Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan
or REO Property and shall be entitled to all rights and compensation earned with respect to the related Whole Loan during the period
for which it acts as Special Servicer of the related Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the related
Servicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing
Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related Servicing Shift Date, the related Outside Special Servicer
and the Special Servicer shall be entitled to compensation with respect to the related Whole Loan as if the Special Servicer were being
terminated as Special Servicer and the related Outside Special Servicer were replacing it as the successor special servicer. Upon receipt
of notice of its termination as Special Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably
cooperate with the related Outside Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan
on and after the related Servicing Shift Date.


Section 3.13              
Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced
Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder) on each Master Servicer Remittance
Date, without any right of




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reimbursement therefor, an amount, with respect
to each Mortgage Loan, any related Serviced Pari Passu Companion Loan and any related REO Loan, equal to the lesser of:


(i)                                   the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect
of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in each
case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer
allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and


(ii)                              the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is,
in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid in such
Collection Period, calculated at a per annum rate equal to (1) 0.00125% for each Mortgage Loan (other than an Outside Serviced Mortgage
Loan), Serviced Companion Loan and related REO Loan without an initial sub-servicer, (2) 0.000625% for each Mortgage Loan (other than
an Outside Serviced Mortgage Loan), Serviced Companion Loan and the related REO Loan where servicing functions are performed by an initial
sub-servicer and (3) with respect to any Outside Serviced Mortgage Loan, 0.000625%, and (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Whole Loan is serviced under
the Pooling and Servicing Agreement and the related Co-Lender Agreement so permits, any related Serviced Pari Passu Companion Loan) subject
to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders
and the Uncertificated VRR Interest Owner to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.


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 from the
terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside Serviced Mortgage
Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced Loan, (y) 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, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds)
(a “Prohibited Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution
Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest
Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such
Prohibited Prepayment.


Compensating Interest Payments
with respect to a Serviced Whole Loan shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) in accordance with their respective principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto
are fully covered, and the Master Servicer shall pay the




    	 	- 260 -	 



     


    

portion of such Compensating Interest Payments
allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


Section 3.14                 
Application of Penalty Charges and Modification Fees.


(a)              
On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty
Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Whole Loan)
and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received
by it with respect to any Mortgage Loan or Serviced Whole Loan, including an Outside Serviced Mortgage Loan (to the extent allocable to
such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related
Outside Servicer) during the related Collection Period, as follows:


(i)                                    first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer,
the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (including,
in the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed
Reimbursements, in each case, with respect to such Mortgage Loan or Serviced Whole Loan;


(ii)                              second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Whole Loan previously determined to be Nonrecoverable
Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable, from amounts on deposit
in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such Nonrecoverable
Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


(iii)                           third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other Additional
Trust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation
Fees) with respect to such Mortgage Loan or Serviced Whole Loan previously paid from the Collection Account or related Whole Loan Custodial
Account (and such amounts will be retained or deposited in the Collection Account or related Whole Loan Custodial Account as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


(iv)                           fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as




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applicable, as servicing compensation,
pro rata, based on their entitlement set forth in Section 3.12 of this Agreement prior to the applications set forth
in clauses (i) through (iii) above;


provided that, notwithstanding the foregoing,
in the case of a Whole Loan, Penalty Charges shall be allocated for the purposes and in the order set forth in the related Co-Lender
Agreement.


(b)              
In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in
which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional
Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report
in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the
amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable,
and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption
Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer.
The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report and
shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.


Section 3.15                 
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination
Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion
Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject,
access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or
any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion
Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to
the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special
Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure of the Master
Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15.


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any
regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the
Special Servicer may each require payment from such




    	 	- 262 -	 



     


    

Certificateholder or Serviced Companion Loan
Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges
and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required
to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require
(prior to affording such access) 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 the case may be, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may
(i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability
on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities
law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement;
(iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver
of the attorney-client privilege.


Each of the Master Servicer
and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally
answer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has consultation rights
pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable),
on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or the Special Servicer,
as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably
agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the
Master Servicer or the Special Servicer, as applicable, is responsible. In any event, each applicable Directing Holder or applicable
Consulting Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two
(2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties
it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially
in the form of Exhibit M-4 to this Agreement and an Investor Certification.


The Master Servicer may (but
shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through
the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans,
the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review by the Depositor, the Trustee,
the Master Servicer, the Special Servicer and the Operating Advisor.




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The Special Servicer shall
deliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise
available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Certificateholders
generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this
Agreement in electronic format.


The Operating Advisor hereby
agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating
Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged
Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged
Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29
of this Agreement or to discharge its other duties under this Agreement.


Section 3.16          
Title and Management of REO Properties.


(a)              
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of the Certificateholders and the Uncertificated VRR Interest Owner (or, with respect to a Serviced
Whole Loan, for the benefit of the Certificateholders, the Uncertificated VRR Interest Owner and the related Serviced Companion Loan Holder(s))
(as a collective whole as if such Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, such Serviced Companion
Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability company established for
that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed
or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer), or a separate
trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf
of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier
REMIC or the related Loan REMIC, as applicable, acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension
of time (an “REO Extension”) to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel
for the Special Servicer, the Certificate Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator
and the Trustee, to the effect that the holding by the Lower-Tier REMIC or the related Loan REMIC, as applicable, of such REO Property
subsequent to the close of the third calendar year following the year in which such acquisition occurred will not result in the imposition
of taxes on “prohibited transactions” (as defined in Code Section 860F) of any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC under the Code at any time that any of the Lower-Tier Regular Interests, the Loan REMIC Regular Interest
or any of the Regular Certificates or the Uncertificated VRR Interest is outstanding. If the Special Servicer is granted (or is not denied)
the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated
by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO




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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 receiving 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 Fund payable out of the Collection
Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Serviced
Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior
to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant
to the provisions of the immediately preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii) on
the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate
each REO Property for the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, the related Serviced Companion
Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund
of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger
the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund.


(b)              
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer
deems to be in the best interests of Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, the related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated VRR Interest Owner and, if applicable,
the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account
the subordinate nature of any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree
to the payment of management fees that are consistent with general market standards or to terms that are more favorable. Consistent with
the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income from foreclosure
property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined,
and has so advised the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably
be expected to result in a greater recovery on behalf of Certificateholders, the Uncertificated VRR Interest Owner and, if applicable,
the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated VRR Interest Owner and,
if applicable, the related Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking
into account the subordinate nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental
of such REO Property that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it
with respect to any REO Property separate and apart from its own funds and general assets




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and shall establish and maintain with
respect to any REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible
Account and (subject to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Computershare Trust Company, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C3, and the Uncertificated VRR Interest Owner [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED WHOLE LOAN: and the
related Serviced Companion Loan Holder(s)], as their interests may appear--REO Account”. The Special Servicer shall be entitled
to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent provided in Section 3.07(b)
of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account, within two (2) Business Days after
receipt of properly identified funds, all revenues and proceeds received by it with respect to any REO Property, and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of such REO Property and for other Property Protection Expenses with
respect to such REO Property, including:


(i)                                          all insurance
premiums due and payable in respect of any REO Property;


(ii)                                      all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


(iii)                                   all costs and
expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if applicable,
the payments of any ground rents in respect of such REO Property; and


(iv)                                  any taxes imposed
on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of this Agreement.


To the extent that such REO
Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written
notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis,
two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis of the urgency) prior
to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer determines,
in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer does not make any such Advance
in violation of the immediately preceding sentence, the Trustee shall make such Advance unless the Trustee determines that such Advance
would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer that
an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable
Advance, shall use its good faith business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement
of such Advances (with interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in




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Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Whole Loan, the related Whole Loan Custodial Account, on a monthly basis prior
to the related Master Servicer Remittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance
Proceeds received or collected from each REO Property during the related Collection Period, except that in determining the amount of any
such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary
capital improvements and other related expenses. Notwithstanding the foregoing, the Special Servicer shall not:


(i)                                         permit the Trust Fund to enter into, renew or extend any New Lease, 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 repair or maintenance thereof or the completion of a building or other improvement
thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default
on the related Mortgage Loan or Serviced Whole Loan became imminent, all within the meaning of Code Section 856(e)(4)(B); or


(iv)                                  Directly Operate
or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust
Fund, unless such Person is an Independent Contractor;


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced Companion Loan is part
of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception
applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


The Special Servicer shall be required to contract
with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable out of REO Proceeds,
for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special
Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management
of any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the Trust Fund), provided
that:




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(i)                                  the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not
be inconsistent herewith;


(ii)                          any such contract
shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection
with the operation and management of such REO Property, including those listed above, and remit all related revenues (net of such costs
and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof
by such Independent Contractor;


(iii)                       none of the
provisions of this Section 3.16(b) 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 to the Trust Fund or the Trustee on behalf of the
Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, any related Serviced Companion Loan Holder with respect
to the operation and management of any such REO Property; and


(iv)                      the Special Servicer
shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with
the operation and management of such REO Property.


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.


(c)              
When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced
Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) 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 Section 3.16(a)
and Section 3.16(b) of this Agreement.


(d)              
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside
Serviced Mortgage Loan.


Section 3.17          
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


(a)                                  The parties hereto
may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced Mortgage Loan) only (i) on
the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided in
or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage
Loan related to a Serviced Whole Loan in accordance with and subject to the




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provisions of the related Co-Lender
Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or
subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


(b)              
Promptly upon a Serviced Loan or Serviced Whole Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance
with the Servicing Standard that it would be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner and,
in the case of a Serviced Whole Loan, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and the Uncertificated VRR Interest Owner and, in the case of a Serviced Whole Loan, any related Serviced Companion Loan Holder(s), constituted
a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such
Defaulted Loan on behalf of the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, any related Serviced Companion
Loan Holder(s) in such manner as will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17,
the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received
from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify any applicable Directing Holder
and Consulting Party of any written offers (excluding, for the sake of clarity, any unsuccessful bids received during an auction, whether
live or on-line, that were lower than the accepted offer) received regarding the sale of any Defaulted Loan, in each case to the extent
requested by any such party. Any Serviced Companion Loan that is part of a Defaulted Serviced Whole Loan is to be sold together with the
related Mortgage Loan, subject to the other subsections of this Section 3.17 and any additional requirements set forth in
the related Co-Lender Agreement.


(c)              
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Whole Loan), any applicable Directing Holder and Consulting Party not less than five (5) Business
Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit an offer
to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.


(d)              
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement
shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror
is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that no offer from
an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from independent third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase
Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed a fair price in all cases,
including with respect to any offer from an Interested Person. In all cases under this Agreement (except to the extent the Trustee is
not required to determine whether any cash offer constitutes a fair




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price for any Defaulted Loan pursuant
to the immediately preceding sentence), in determining whether any offer received from an Interested Person represents a fair price for
any Defaulted Loan, the Trustee shall (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 or investing in mortgage loans similar to
such Defaulted Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Defaulted Loan; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party pursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested Person.
The Trustee will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer from
a Person other than an Interested Person constitutes a fair price for any such 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 any delinquency on such Defaulted Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal
for determining whether any offer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be
an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master
Servicer as a Property Advance if no Interested Person is offering to purchase such Defaulted Loan.


(e)                                 Subject to Section 3.17(a)
through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m), the
Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any
other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate
the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers
without obligation to deposit such amounts into the Collection Account or, if applicable, the Whole Loan Custodial Account. Any sale
of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund (except such
recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations applied
thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the
Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have
any liability to any Certificateholder or the Uncertificated VRR Interest Owner with respect to the purchase price therefor accepted
by the Special Servicer or the Trustee.


(f)                                   Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of
a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Whole Loan
(or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special Servicer shall continue
to service and administer such Defaulted Loan




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in accordance with the Servicing Standard
and this Agreement and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted
Loan, as is consistent with this Agreement and the Servicing Standard.


(g)              
Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted
Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender
Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Whole Loan Custodial Account,
as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s Certificate
from the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release or cause to be released
to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in
such purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall
deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.


(h)              
The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


(i)                
The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) on behalf of the Certificateholders, the Uncertificated VRR Interest Owner and the related Serviced
Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16
of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.
If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any
REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed by Section 3.16
of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept
the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for
any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the related Whole Loan Custodial Account.


(j)                
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder, the Operating Advisor, any applicable Directing Holder and any applicable Consulting Party not less than three (3) Business
Days’ prior written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) hereunder. No Interested




    	 	- 271 -	 



     


    

Person shall be obligated to submit an
offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


(k)              
Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if
the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided
that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a
fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such
REO Property shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining
whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (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 or investing in properties similar to such REO Property that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(k)
will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such
third party’s determination. In determining whether any such offer from a Person other than an Interested Person constitutes a
fair price for any such REO Property, 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 any delinquency on the related Mortgage Loan or Serviced Whole Loan, the occupancy level and physical condition
of such REO Property, the state of the local economy and the obligation to dispose of such REO Property within the time period specified
in Section 3.16 of this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a
Person other than an Interested Person represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer.
The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested
Person is offering to purchase such REO Property.


(l)                
Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the
Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the
Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the
preparation and delivery of information pertaining to such




    	 	- 272 -	 



     


    

sales or exchanging offers without obligation
to deposit such amounts into the Collection Account or, if applicable, the related Whole Loan Custodial Account. Any sale of any Defaulted
Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse to
the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the
Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties typically given in such transactions,
any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of
this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor
or the Trustee shall have any liability to any Certificateholder or the Uncertificated VRR Interest Owner with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


(m)            
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to
accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable Directing Holder
and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the
Certificateholders, the Uncertificated VRR Interest Owner and, in the case of a sale of a Serviced Whole Loan (or applicable portion thereof),
the related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated VRR Interest
Owner and, if applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), and the Special Servicer may
accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith
judgment, that acceptance of such offer would be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner
and, in the case of a Serviced Whole Loan, any related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders,
the Uncertificated VRR Interest Owner and, if applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender
(and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Serviced Subordinate Companion
Loan(s))) (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).


Notwithstanding any of the
foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for
an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines (in consultation
with any applicable Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer
would be in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner and, in the case of a sale of an REO Property
that corresponds to a Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders,
the Uncertificated VRR Interest Owner and, if applicable, any Serviced Companion Loan Holder(s) constituted a single lender (and, in the
case of a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), and the Special
Servicer may accept a lower cash offer




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(from any Person other than itself or an Affiliate) if
it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders,
the Uncertificated VRR Interest Owner and, in the case of an REO Property that corresponds to a Serviced Whole Loan, any related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated VRR Interest Owner and, if applicable,
any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Whole Loan, taking into account
the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (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).


(n)              
In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on
the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan or any
Mortgage Loan.


(o)              
Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related Co-Lender
Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the Special Servicer
on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the related Companion Loan(s) or any
other Mortgage Loan.


(p)              
Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder
as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder or the
holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


(q)              
With respect to any Serviced Whole Loan (other than any such Whole Loan that is a Serviced Outside Controlled Whole Loan) that,
pursuant to the terms of the related Co-Lender Agreement, becomes a Defaulted Serviced Whole Loan, if the Special Servicer determines
to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each
related Serviced Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement
and subject to any rights of the applicable Directing Holder and the holder of




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any related non-controlling Serviced
Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the
Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole Loan without the written consent
of each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party
is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by
electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related Serviced
Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under the
terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related
Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties
to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision
to attempt to sell such Defaulted Serviced Whole Loan; (b) at least 10 days prior to the proposed 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 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject
Serviced Whole Loan, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan
Holder that are material to the price of the subject Serviced 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) 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; provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the
delivery or timing requirements set forth in this sentence. The applicable Directing Holder and each related Serviced Pari Passu Companion
Loan Holder may submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted
Serviced Whole Loan unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


(r)               
With respect to any Serviced Whole Loan that is a Serviced Outside Controlled Whole Loan that, pursuant to the terms of the related
Co-Lender Agreement, becomes a Defaulted Serviced Whole Loan, and if the Special Servicer determines to sell the related Serviced
Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each related Serviced Pari Passu
Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights
of any related Outside Controlling Note Holder, the Controlling Class Representative and/or the holder of any related non-controlling
Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein,
the Special Servicer shall not sell any such Serviced Whole Loan if it becomes a Defaulted Serviced Whole Loan without the written consent
of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling Note Holder
and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent is not required if the
consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless




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the Special Servicer has delivered (which
delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to
the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender Agreement): (a) at least 15 Business
Days’ prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least 10 days prior to the proposed
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 10 days prior to the proposed sale date, a copy of the most recent appraisal
for the subject Serviced Whole Loan, and any documents in the Servicing File reasonably requested by the Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that
are material to the price of the subject Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but
no less time than is afforded to other offerors and the Controlling Class Representative) 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; provided, that the Controlling Class Representative, the related Outside
Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may each waive as to itself
any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative, the related Outside
Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan shall be permitted to submit
an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Serviced Whole Loan unless such
Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


Notwithstanding the prior
paragraph, with respect to each Serviced AB Whole Loan, if such Serviced AB Whole Loan becomes a Defaulted Serviced Whole Loan, and if
the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the
Special Servicer shall not be permitted or required to sell the related Serviced Subordinate Companion Loan(s) together with such Serviced
Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as a single whole loan except as required by the related Co-Lender
Agreement.


(s)               
With respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or
any analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property
related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered
by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement.
Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer,
the Special Servicer, the Certificate




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Administrator or the Trustee shall have
any liability to any Certificateholder or the Uncertificated VRR Interest Owner with respect to the purchase price for such Outside Serviced
Mortgage Loan or such REO Property accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly
deposited in the Collection Account.


Section 3.18          
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


(a)              
The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the Servicing
Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans
with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to such Mortgaged
Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in
2023; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special
Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the related
Mortgaged Property shall be inspected by the Special Servicer as soon as practicable and thereafter at least every calendar year for so
long as such condition exists. The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the
Master Servicer unless the related Serviced Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan. The Master Servicer shall
reimburse the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of
the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)
and any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or
the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed by it pursuant
to this Section 3.18(a), and shall, as soon as reasonably practicable following completion, deliver or make available a copy
(in electronic format) of each such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s
Website for review by Privileged Persons in accordance with Section 4.02(a)).


(b)              
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within
60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of
the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default
under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special
Servicer any written notice of default under a ground lease.




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(c)              
 The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced
Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by
it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


(d)              
The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.
The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s
possession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance would
be “nonrecoverable.”


(e)              
If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan
Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis Reports,
in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing the related
Serviced Companion Loan.


Section 3.19          
Lock-Box Accounts, Escrow Accounts.


Except with respect to the
Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with
the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related
letter of credit agreement and the Loan Documents.


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related
Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Whole Loan), neither
the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Whole Loan) until after
the occurrence of an event of default under the Mortgage Loan (or Serviced Whole Loan) that may result in the Mortgage Loan (or Serviced
Whole Loan) being accelerated or becoming a Specially Serviced Loan.


Section 3.20          
Property Advances.


(a)              
Except with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties
under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be made with
regard to a Subordinate Companion Loan held




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outside the Trust if the related Mortgage
Loan is no longer held by the Trust. The Special Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion
Loan Holder not less than five (or, in the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two)
Business Days’ written notice before the date on which the Master Servicer is requested to make any Property Advance with respect
to a given Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition,
the Special Servicer shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information
in its possession as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to
enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a determination
by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer shall be entitled
to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a Property Advance is a Nonrecoverable
Advance, all determinations of recoverability with respect to Property Advances to be made (or contemplated to be made) by the Master
Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether any
Property Advance previously made with respect to a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination.
The Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be
bound by a determination by the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a
Specially Serviced Loan is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance
is a Nonrecoverable Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance
previously made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii)
reverse any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence
will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated
to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master
Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability
determinations as if such amounts were unreimbursed Property Advances.


For purposes of distributions
to Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders and compensation to the Master Servicer
or the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Whole Loan,
notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so provide.




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(b)              
 The Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance,
the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information
and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property
Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following such notice,
the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount of such Property Advance
in accordance with such information and instructions. Any notice to the Trustee pursuant to this Section shall be deemed to be given to
a Responsible Officer of the Trustee if made in accordance with Section 12.04 of this Agreement.


(c)              
None of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage
Loan or Serviced Whole Loan or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that
such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property Advances
that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance or
a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would, if made, constitute
a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance
with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business judgment and shall be
evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to (1) the affected
Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master servicer and special servicer under
any related Other Pooling and Servicing Agreement, if applicable), in the case of any Serviced Whole Loan, (2) the Trustee (unless
it is the Person making the determination), (3) any applicable Directing Holder, (4) the Master Servicer (unless it is the Person
making the determination), (5) the Special Servicer (unless it is the Person making the determination), and (6) the Depositor
(if the Trustee is making the determination), setting forth the basis for such determination, together with any other information that
supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be
(which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances of which such Person
is aware or such Person has received new information, either of which has a material effect on the value and shall have been conducted
in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability),
and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged
Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or
similar reports that such Person may have obtained and that support such determination. In connection with a determination by the Special
Servicer, the Master Servicer or the Trustee




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as to whether a Property Advance previously
made or to be made constitutes or would constitute a Nonrecoverable Advance:


(A)            
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (among other things) the timing of recoveries;


(B)             
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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market value
estimates or other information as reasonably may be required for such purposes;


(C)             
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is an applicable
Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Whole Loan, the related Outside
Controlling Note Holder notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the
Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute a
Nonrecoverable Advance);


(D)            
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination
by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


(E)             
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of
such a determination by the Special Servicer) and the Trustee; and




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(F)             
 notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any Property Advance would be recoverable.


(d)                 The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this
Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


(e)              
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement
with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan),
the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least
five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the Master
Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute
or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that
it is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business
Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance;
provided that the Special Servicer may in its sole discretion elect to make an Emergency Advance, and the Master Servicer shall
reimburse the Special Servicer for such Property Advance (with interest thereon), provided that such Advance is not determined by the
Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement
for any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner
and to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.


(f)                Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all information
and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated,




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out of such Master Servicer’s own
funds, to reimburse the Special Servicer for any such unreimbursed Emergency Advances (other than any Emergency Advance determined by
the Master Servicer, in accordance with Section 3.20(c) of this Agreement, to be a Nonrecoverable Property Advance) made by
the Special Servicer pursuant to the proviso to the penultimate sentence of Section 3.20(e), together with interest thereon
at the Advance 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 Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance
with this Section 3.20(f), the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency
Advance at the same time as the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Emergency Advance, together with interest thereon at the Advance 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 Emergency Advance at the
time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall
not be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c)
of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property Advance,
is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and,
if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant to Section 3.06(a)
of this Agreement.


Section 3.21          
Appointment of Special Servicer; Asset Status Reports.


(a)              
Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer to specially
service each of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and each Serviced Whole Loan.


(b)              
The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior
to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with
respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan
or Serviced Whole Loan. Each Asset Status Report shall be delivered in electronic format to the Operating Advisor (subject to Section 3.21(e)
of this Agreement), any applicable Directing Holder, any applicable Consulting Parties and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; provided,
however, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are
the same entity. Prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall
deliver to the Operating Advisor each Final Asset Status Report promptly after such Final Asset Status Report has been approved or deemed
approved. The Special Servicer shall notify the Operating Advisor




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of whether any Asset Status Report delivered
to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report
that is either signed by the applicable Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed
approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the
Operating Advisor and the Special Servicer. The Special Servicer shall deliver a summary of each Final Asset Status Report to the Certificate
Administrator. Such Asset Status Report shall be consistent with the Servicing Standard and set forth the following information to the
extent reasonably determinable:


(i)                                  summary of the
status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the Mortgagors;


(ii)                               if a Servicing
Transfer Event has occurred and is continuing:


(A)            a
discussion of the legal and environmental considerations reasonably known at such time 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 Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


(B)              the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


(C)              the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise realized
upon;


(D)             a
copy of the last obtained Appraisal of the Mortgaged Property;


(E)            the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and
the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related
Mortgage Loan or Serviced Whole Loan;


(F)             a
description of any amendment, modification or waiver of a material term of any ground lease; and


(G)            if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Whole Loan and (ii) any determination not to pursue
a deficiency judgment against the related Mortgagor or guarantor;


(iii)                                  a description of any such proposed or taken actions;




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(iv)                          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 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;


(vi)                         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 (including the applicable Calculation Rate used) and all related assumptions; and


(vii)                     such other
information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


If any applicable Directing
Holder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report, then such
Directing Holder shall be deemed to have approved such Asset Status Report and 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 Loan Documents. If the applicable Directing Holder disapproves
such Asset Status Report within 10 Business Days of receipt and the Special Servicer has not made the affirmative determination contemplated
below, the Special Servicer shall revise such Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e)
of this Agreement), any applicable Directing Holder, any applicable Consulting Party, any related Serviced Companion Loan Holder(s) (in
the case of a Serviced Whole Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days
after such disapproval. The Special Servicer shall revise such Asset Status Report as described above until the applicable Directing Holder
shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report
or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests
of all the Certificateholders, the Uncertificated VRR Interest Owner and, if applicable, the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders, the Uncertificated VRR Interest Owner and/or Serviced Companion Loan Holder(s),
if applicable, constitute a single lender (and, in the case of a Serviced AB Whole Loan, taking into account the subordinate nature of
the related Subordinate Companion Loan(s))). The Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section 3.21(b). If the applicable Directing Holder does not approve an Asset Status Report within 60 Business Days from
the first submission thereof, the Special Servicer shall take such action as directed by such Directing Holder, provided such action
does not violate the Servicing Standard (or, if such action would violate the Servicing Standard, the Special Servicer shall take such
action as was reflected in the most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan
that is consistent with the Servicing Standard and such Asset Status




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Report shall be deemed a Final Asset Status
Report). Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged
Property or the interests of the Certificateholders, the Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder(s),
or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take
actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably
determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period
would materially and adversely affect the interest of the Certificateholders, the Uncertificated VRR Interest Owner and any related Serviced
Companion Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the applicable Directing Holder
(during the period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the Special Servicer
of its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in accordance with either of the prior
two sentences, then the Special Servicer shall act in accordance with the most recent Asset Status Report provided by the Special Servicer
with respect to the subject Serviced Loan that is consistent with the Servicing Standard and such Asset Status Report shall be deemed
a Final Asset Status Report. To the extent that the Special Servicer received notice of an Excluded Controlling Class Mortgage Loan (in
the form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information delivered with respect to an Excluded
Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information” followed by the loan
number and loan name.


The Special Servicer shall
consult on a non-binding basis with any applicable Consulting Party (other than any Risk Retention Consultation Party) in connection with
each Asset Status Report prior to finalizing and executing such Asset Status Report and any applicable Consulting Party (other than any
Risk Retention Consultation Party) shall be permitted to propose alternative courses of action and provide other feedback within 10 Business
Days of receipt of each Asset Status Report. The Special Servicer shall consider any such proposals and other feedback from any such applicable
Consulting Party and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in
accordance with the Servicing Standard and the other terms of this Agreement, but the Special Servicer will be under no obligation to
revise such Asset Status Report based on the input or comments of any applicable Consulting Party. In the event no applicable Consulting
Party proposes alternative courses of action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer
shall (subject to the approval rights of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special
Servicer.


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 any applicable Consulting Party, but is under no obligation to follow any particular recommendation
of any applicable Consulting Party. From and after the Closing Date, the Controlling Class Representative shall have no right to receive
any Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b)
or consult with the Special Servicer with respect to any matter set forth therein. Notwithstanding anything herein to the contrary, a
Risk Retention Consultation Party shall have no right to receive any Asset Status Report with respect to any related Excluded RRCP Mortgage
Loan.




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With respect to a Servicing
Shift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval
of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, nor shall the Controlling
Class Representative have the right to approve Asset Status Reports related to such Servicing Shift Whole Loan, except that the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift
Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift
Mortgage Loan with respect to Asset Status Reports, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth
in the applicable Co-Lender Agreement. With respect to a Servicing Shift Whole Loan that is a Serviced Outside Controlled Whole Loan and
any related REO Property, prior to the related Servicing Shift Date, the Outside Controlling Note Holder with respect to such Servicing
Shift Whole Loan shall exercise all approval rights regarding any Asset Status Report in respect of such Servicing Shift Whole Loan or
REO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence of any Control Termination
Event or Consultation Termination Event. Notwithstanding the foregoing, after the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, the Operating Advisor will be entitled to consult on a non-binding basis with the Special Servicer
and propose alternative courses of action and provide other feedback in respect of any Asset Status Report, Major Decisions and any proposed
sale of such Servicing Shift Mortgage Loan while it is serviced hereunder. 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 after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event or the Controlling
Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
Termination Event, but is under no obligation to follow any particular recommendation of the Operating Advisor or Controlling Class Representative.


(c)              
Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer
shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


(d)              
Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request a
copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling Class Holder
shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status Report (or copy thereof)
with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling Class Holder is
a Borrower Party.


(e)              
Prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver
to the Operating Advisor only each related Final Asset Status Report.




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(f)               
 With respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among
other things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset Status Report.


(g)              
Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by a Directing
Holder or Consulting Party that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the
Special Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, any related Loan Documents, any related Co-Lender Agreement
or any intercreditor agreement, expose any Certificateholder, the Uncertificated VRR Interest Owner, the Trust Fund, any Mortgage Loan
Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the
related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s responsibilities
under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner that in the reasonable
judgment of the Special Servicer is not in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner and/or
the Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating
Advisor.


(h)              
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 (for the purposes of this clause (l), “Applicable
Laws”), the Special Servicer may be required to obtain, verify and record certain information relating to individuals and entities
which maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special
Servicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to
such party in order to enable the Special Servicer to comply with Applicable Laws; provided that the Special Servicer shall be responsible
for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


Section 3.22          
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


(a)              
Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer,




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any related Serviced Companion Loan Holder
(in the case of a Serviced Whole Loan), the Operating Advisor, the Certificate Administrator, the Trustee, any applicable Directing Holder,
any applicable Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy of the Servicing File to the Special
Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide
the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but including
copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without
acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator
of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt
by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master
Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer.
The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special
Servicer who shall send such notice to the related Mortgagor.


Upon determining that a Specially
Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the
Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder
(prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall
cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special
Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer
such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been
instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer
shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


(b)              
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession
of the Special Servicer) and copies of any additional related Serviced Loan information, including written or electronic correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well
as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.




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(c)                
 Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer
and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties
under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer
shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.


Section 3.23                 
Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the
Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account
shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring
in January (except during a leap year) or February (commencing in 2023) (unless, in either such case, the related Distribution Date is
the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account,
in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the
related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such
Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance
Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive
January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date
in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2023), the Certificate
Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts with respect to the
Mortgage Loans on deposit in the Interest Reserve Account.


 


Section 3.24              
Modifications, Waivers, Amendments and Other Actions.


(a)              
(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does
not constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and
the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided in
the immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification, waiver
or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification, waiver
or amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, in each case subject
to any consent rights of any applicable Directing Holder and/or the consultation rights of any applicable Consulting Party (to the extent
any such Directing Holder or Consulting Party has consent or consultation rights, as applicable, pursuant to Section 3.29, Section
6.09 or this Section 3.24, as applicable) and, to the extent required in accordance with the related Co-Lender Agreement,
any applicable consultation rights of any related Serviced Companion Loan Holder (or its Companion Loan Holder




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Representative), may modify, waive or
amend any term of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would
not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise (1) cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as
a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result
in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including
the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special Servicer
may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding sentence.


In addition, with respect
to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision or (ii)
a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer have mutually agreed that the Master
Servicer shall process such modification, waiver, amendment or other action or (y) such modification, waiver, amendment or other action
constitutes a Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e)
of the definition of “Special Servicer Decision”) shall obtain the consent of the Special Servicer, and, in each case, to
the extent any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall obtain the consent
of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement, and shall consult with any applicable
Consulting Party (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29,
Section 6.09 or this Section 3.24, as applicable). With respect to any modification, waiver, amendment, consent or other
action that constitutes a Major Decision with regard to any Serviced Loan, the Special Servicer shall also obtain the consent of any applicable
Directing Holder in accordance with Section 6.09(a) of this Agreement and shall consult with any applicable Consulting Parties
(to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29, Section
6.09 or this Section 3.24).


No modification, waiver or
amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case,
in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as
applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.


The Special Servicer shall
process any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect
to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer and the Master Servicer have mutually
agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision with respect to such Performing Serviced
Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer Decision
described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer
Decision”) subject, in each case, to the consent of the Special Servicer as set forth below.




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With respect to Performing
Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request to
the Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and
the Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without the need for any
such mutual agreement, process any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii)
of clause (e) of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan) subject
to the consent of the Special Servicer as set forth below.


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a Special
Servicer Decision with respect to a Performing Serviced Loan (i.e., when (1) the Master Servicer and Special Servicer have mutually agreed
that the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced Loan or (2) the Master
Servicer is processing any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e)
of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan, in each case, as set forth
in the preceding paragraphs), the Master Servicer shall, in a manner consistent with the Servicing Standard, provide the Special Servicer
with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s
written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it
that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold
or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case
if applicable, the consultation rights of any applicable Consulting Parties (to the extent required pursuant to any related Co-Lender
Agreement or pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24), the consent rights
of the applicable Directing Holder (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 6.09
or this Section 3.24) and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder
Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The Special Servicer shall have
15 Business Days (or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement, but
in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced
Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default),
from the date that the Special Servicer receives the Master Servicer’s written analysis and recommendation and any supporting information
it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other action and, prior
to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period
(with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify any applicable Directing Holder of
such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and
provide its written analysis and recommendation (or, in the case of any action that constitutes a Major Decision, the Major Decision Reporting
Package) with respect thereto. Following such notice, the applicable Directing Holder shall have 10 Business Days (or, in the case of
a determination of an Acceptable Insurance Default, 20 days) from the date it receives from




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the Special Servicer the recommendation and
analysis of the Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major Decision, the related
Major Decision Reporting Package), as applicable, and any other information it may reasonably request (or, with respect to a Serviced
Whole Loan, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special
Servicer or the Master Servicer relating to any such request for approval of modification, waiver, amendment, consent or other action
that constitutes a Major Decision. In any such event, if the applicable Directing Holder does not respond to a request for approval by
5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Whole Loan, such longer time period as may be provided in the
related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or, in the case
of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested information as set
forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the
applicable Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days
(or, with respect to a Serviced Whole Loan, such longer period as required by the related Co-Lender Agreement, but in no event less
than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan
Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance Default), as applicable,
the Master Servicer may deem its recommendation approved by the Special Servicer.


With respect to any Performing
Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, any applicable Consulting Parties and/or
any applicable Directing Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with
respect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the
Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


(b)              
All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party, the
Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any applicable Directing Holder, any
applicable Consulting Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any
Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which, in the
case of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related master servicer
under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise), any applicable
Directing Holder and any applicable Consulting Parties, and the original to the Certificate Administrator (or any Custodian appointed
by it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following the execution and
recordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements
shall be governed by Section 3.09.




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(c)                                  Subject to Section 3.30
of this Agreement, any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation pursuant to such Loan
Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating Agency Confirmation in such
Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency Confirmation shall be obtained at
the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided in such Loan Agreement or
if such Mortgagor does not pay, at the expense of the Trust Fund.


(d)                                 Promptly
after any Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer shall request from the
Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request from the
Master Servicer the name of the current related Serviced Companion Loan Holder(s). Upon receipt of the name of any such current
Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify such Controlling
Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current
related Serviced Companion Loan Holder(s) from the Master Servicer, the Special Servicer shall notify the related Serviced Companion
Loan Holder(s) that the related Serviced Whole Loan became a Specially Serviced Loan. The Certificate Administrator shall be
responsible for providing the name of the current Controlling Class Representative only to the extent the Controlling
Class Representative has identified itself as such to the Certificate Administrator; provided that if the Controlling
Class Representative is determined pursuant to the proviso in the definition of “Controlling
Class Representative”, then (A) the Certificate Administrator shall determine which Class is the
Controlling Class and (B) the Special Servicer shall request from the Certificate Administrator, and the Certificate
Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling
Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of
the Trust Fund.


(e)                                  Neither the Master
Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits,
discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect to any Serviced
Loan or Serviced Whole Loan in a manner that would have the effect of placing amounts payable as compensation, or otherwise directly
or indirectly reimbursable, to the Master Servicer or the Special Servicer in a higher priority than that which is set forth in Sections
1.02(d), 1.02(e), 1.02(g) and/or 1.02(h) hereof or in the related Co-Lender Agreement.


(f)                                   The Special Servicer
or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension, waiver or indulgence
or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing
the related Mortgage Loan or Serviced Whole Loan and, further, pursuant to the terms of this Agreement and applicable law, require that
such Mortgagor pay to it a reasonable or customary fee for the additional services performed in connection with such request and any
related costs and expenses incurred by




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it; provided that the charging
of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(g)              
Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


(i)                                  extend the Maturity Date of a Serviced Loan beyond a date that is 5 years prior to the Rated Final Distribution Date of the rated
Certificates; or


(ii)                              if the Serviced
Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years or, to the extent consistent
with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years prior to the end of
the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor.


(h)              
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related
Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain
or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require
the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) 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 Serviced Mortgage Loan, then, unless then permitted
by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. In connection
with approving any such release or taking, the Master Servicer or Special Servicer, as applicable, shall calculate the loan-to-value
ratio in a manner consistent with the prior sentence, and if such calculation is greater than 125%, the Master Servicer or Special Servicer,
as applicable, will require a payment of principal in an amount equal to or greater than a “qualified amount” as determined
under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount
is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


(i)                
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or
consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside
Servicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination
Event exists or the Controlling Class Representative is not permitted to consent under the related Co-Lender Agreement) or by the
Special Servicer (if a Control Termination Event exists or the Controlling Class Representative is not permitted to consent under
the related Co-Lender Agreement), in each case in accordance with Section 3.01(i), and (b) any such consultation rights
shall be exercised by the Controlling Class Representative (unless a Consultation Termination Event exists or the Controlling Class Representative
is not permitted to consult under the related Co-Lender Agreement) or by the Special Servicer (if a Consultation Termination Event exists
or the Controlling Class Representative is not




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permitted to consult under the related
Co-Lender Agreement), in each case in accordance with Section 3.01(i); provided that, after the occurrence and during
the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Special Servicer
or the Controlling Class Representative, as applicable, jointly with the Operating Advisor (but, in the case of the Operating Advisor,
only with respect to matters similar to Major Decisions). The Master Servicer shall only be obligated to forward any requests received
from the related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the
Special Servicer (who shall forward any such request to the Controlling Class Representative except if a Control Termination Event
or Consultation Termination Event, as applicable, has occurred and is continuing or if the Controlling Class Representative is not permitted
to consent or consult, as applicable, under the related Co-Lender Agreement and, following the occurrence and during the continuance of
an Operating Advisor Consultation Trigger Event, to the Operating Advisor), and the Master Servicer shall have no right or obligation
to exercise any such consent or consultation rights.


Section 3.25                 
Additional Obligations With Respect to Certain Mortgage Loans.


(a)                                With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of
$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its
consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


(b)                                With respect
to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured by any equity
interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced Loan and (ii) the performance
of the particular obligation would not constitute a Special Servicer Decision or a Major Decision) or the Special Servicer (if (i) the
related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular obligation would constitute a Special Servicer
Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the related Mortgage Loan, or its servicer or
agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26                 
Certain Matters Relating to the Outside Serviced Mortgage Loans.


(a)                                   With respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside
Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related
Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request
therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect to each Servicing Shift
Whole Loan, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside Serviced Mortgage




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Loan, and the rights, duties and obligations
of the Trust and the parties to this Agreement shall be as set forth herein with respect to Outside Serviced Mortgage Loans.


(b)                                With respect
to each Servicing Shift Whole Loan, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage File with respect
to such Servicing Shift Whole Loan. Following the related Servicing Shift Date and upon the transfer of servicing of the related Servicing
Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement, (i) the Certificate
Administrator shall transfer (or cause any Custodian appointed by it to transfer) the Mortgage File (other than the Note(s) evidencing
the related Servicing Shift Mortgage Loan and corresponding allonges, the originals of which shall be retained by the Custodian) for
such Servicing Shift Whole Loan to the related Outside Trustee (provided that the Custodian shall retain a photocopy of the Mortgage
File) in accordance with the provisions and conditions set forth in clause (B) of the second paragraph of Section 2.01(c)
and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Outside Servicer, transfer the
Servicing File, any original letter of credit and any escrows or reserve funds held for such Servicing Shift Whole Loan to the related
Outside Servicer.


Section 3.27          
Additional Matters Regarding Advance Reimbursement.


(a)                                  Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount
of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special
Servicer or the Trustee, 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 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer
reimbursement for some or all 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 not to exceed 12 months; provided that any deferral
in excess of 6 months shall be subject to the consent of the applicable Directing Holder; and provided further that, if it is an applicable
Consulting Party, the Controlling Class Representative must be consulted with. If the Master Servicer, the Special Servicer or
the Trustee makes such an election 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 discretion option to defer; it
is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B)
of this Agreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer
reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related
Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to
wait for principal collections to be received before making its determination of whether to defer reimbursement of a particular Nonrecoverable
Advance or portion thereof) until the end of such Collection Period; provided, however, if, at any time the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that the reimbursement of a




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Nonrecoverable Advance during any Collection
Period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for the related
Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, give the Rating Agencies at least 15 days’
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the
Mortgage Loans unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion
that waiting 15 days after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes
known to the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)
above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee information requested
by the Master Servicer or the Special Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee, as applicable,
shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection
Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13
of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall have no liability for any loss, liability
or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the
Master Servicer, the Special Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the other such parties any obligation
to make such an election (or any entitlement in favor of any Certificateholder, any Uncertificated Interest Owner or any other Person
to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master
Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest
thereon). Any such election by the Master Servicer, the Special Servicer or the Trustee shall not be construed to impose any duty on any
other such party to make such an election (or any entitlement in favor of any Certificateholder, any Uncertificated Interest Owner or
any other Person to such an election). Any such election by any such party to defer 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
on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer,
the Special Servicer, the Trustee or the other parties to this Agreement will have any liability to one another or to any of the Certificateholders
or any Uncertificated Interest Owner for any such election that such party makes to defer or not to defer reimbursing itself as contemplated
by this paragraph or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will
such




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election constitute a violation of the
Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and the Uncertificated Interest Owners and shall not be construed as an obligation on the part of the Master Servicer,
the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Uncertificated Interest Owners. Nothing
herein shall give the Master Servicer, the Special Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance
if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or
to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


(b)              
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the
failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make
the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


Section 3.28          
Serviced Companion Loan Intercreditor Matters.


(a)               
If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Whole Loan is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder
thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of
the Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions of the related Co-Lender
Agreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage File and (to the extent provided
under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to
the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the
related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holder
of the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter, such Mortgage File shall be held by the holder of the
Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder
of the related Serviced Companion Loan(s) as their interests appear under the related Co-Lender Agreement; and (iii) if the related
Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the
case may be, under any separate servicing agreement for the Serviced Whole Loans.


(b)              
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion Loan,
to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion Loan Holder
or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced




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Companion Loan Holder, then (i) neither
the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or (ii) to the extent
provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable, shall
be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion Loan Holder Representative,
as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable,
shall consult with, seek the approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder
Representative with respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under
related Co-Lender Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan
Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the
contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder
or its Companion Loan Holder Representative (or the master servicer or special servicer for the related Other Securitization Trust on
behalf of the Serviced Companion Loan Holder) as required under the Co-Lender Agreement.


(c)              
With respect to each Serviced Whole Loan, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Whole Loan:


(i)                                  (A) the amount
of the distribution from the related Whole Loan Custodial Account allocable to principal and (B) separately identifying the amount of
scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other principal prepayments
(specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions
made with respect to the related Serviced Whole Loan;


(ii)                              the amount
of the distribution from the related Whole Loan Custodial Account allocable to interest and the amount of Default Interest allocable
to the related Serviced Whole Loan;


(iii)                           the amount
of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal and
other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that would be
distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall
and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced Whole Loan;


(iv)                           the
principal balance of each of the related Serviced Whole Loan and related Serviced Companion Loan after giving effect to the distribution
of principal on the most recent Distribution Date; and




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(v)                             the amount
of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution Date, showing
separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer or
special servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such information
pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery as required
under the related Co-Lender Agreement.


(d)              
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the
Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations
Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer with any documents
reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the Other Asset Representations
Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii) such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Custodian appointed by the Certificate
Administrator, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Custodian shall have other obligations with respect to any such Other PSA Asset Review nor shall any such party be
bound by the results of any such asset review.


(e)              
With respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase
by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and that an
Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible horizontal residual
interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall consult with the related
Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions that are Major Decisions with respect
to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis and shall be performed in accordance with
the same process for consultations between the Special Servicer and Operating Advisor with respect to Major Decisions under this Agreement.


(f)               
With respect to each Serviced AB Whole Loan with respect to which the holder of any related Serviced Subordinate Companion Loan
is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous concept)
by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer shall administer
any such Threshold Event Collateral in accordance




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with the terms of the related Co-Lender
Agreement. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund
which shall not be an asset of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside
reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination with respect
to any such Serviced AB Whole Loan, the Special Servicer shall transfer any related Threshold Event Collateral held in the form of cash
(or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the related
Whole Loan Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with the
terms of the related Co-Lender Agreement and Section 3.06A of this Agreement.


(g)              
The Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) with respect to
each Serviced Companion Loan on which the Master Servicer shall record the names and addresses of, and wire transfer instructions for,
the Serviced Companion Loan Holders from time to time, to the extent such information is provided in writing to the Master Servicer by
a Serviced Companion Loan Holder. The name and address of each initial Serviced Companion Loan Holder as of the Closing Date is set forth
on Exhibit NN hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced
Companion Loan Holder until it receives notice of transfer or of any change in information.


In the event that
a Serviced Companion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer
shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover
and redirect such payment.


The Master Servicer
shall promptly provide the names and addresses of any Serviced Companion Loan Holder to any party hereto, any related Companion Loan Note
Holder or any successor thereto upon written request, and any such Person may, without further investigation, conclusively rely upon such
information. The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.


For the avoidance
of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Loan
Holder with respect to a Serviced Companion Loan that has been included in an Other Securitization Trust shall be provided to the Other
Servicer under the related Other Pooling and Servicing Agreement.


Section 3.29          
Appointment and Duties of the Operating Advisor.


(a)              
Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all
times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard
in fulfilling its responsibilities and obligations under this Agreement.


(b)             
The Operating Advisor, as an independent contractor, shall review (in connection with the Operating Advisor’s performance
of its duties as contemplated under




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Sections 3.09(a), 3.15,
3.17(m), 3.21, 3.24, 3.28, 3.29 and 6.09, as applicable) the Special Servicer’s actions
and decisions in respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor
has consultation rights following the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, Performing
Serviced Loans (in light of the Servicing Standard and the requirements of this Agreement), consult with the Special Servicer regarding
the Major Decisions and Asset Status Reports as contemplated by Section 3.29(g) and perform each other obligation of the Operating
Advisor as set forth in this Agreement, in each such case solely on behalf of the Trust Fund and in the best interest of, and for the
benefit of, the Certificateholders and the Uncertificated Interest Owners (as a collective whole), and not any particular Class of Certificateholders
or any particular Uncertificated Interest Owner, as determined by the Operating Advisor in the exercise of its good faith and reasonable
judgment, but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates
may have with any of the Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates
(the “Operating Advisor Standard”). The Operating Advisor shall act solely as a contracting party to the extent set
forth in this Agreement and shall not owe any fiduciary duty to any party to this Agreement or any other Person in connection with this
Agreement. The Operating Advisor’s duties shall be limited to its specific obligations under this Agreement, and the Operating Advisor
shall have no duty or liability to any particular Class of Certificates or any Uncertificated Interest or any Certificateholder or any
Uncertificated Interest Owner. The Operating Advisor is not a servicer or a sub-servicer and will not be charged with changing the outcome
on any particular Specially Serviced Loan or with respect to any Major Decision on which it consults for a Performing Serviced Loan. Each
Uncertificated Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees that there could
be multiple strategies to resolve any Specially Serviced Loan and a variety of actions or decisions made with respect to any Major Decision
and that the goal of the Operating Advisor’s participation is to provide additional input relating to the Special Servicer’s
compliance with the Servicing Standard in making its determinations as to which strategy to execute. The Operating Advisor shall not owe
any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.


(c)              
The Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans and, if
an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each Final Asset Status
Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation Trigger Event exists, each
other Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major Decision Reporting Package delivered
by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in connection with the Operating Advisor’s
consultation rights with respect to the subject Major Decision regarding each Serviced Loan if an Operating Advisor Consultation Trigger
Event exists, and (B) with respect to the subject Major Decision regarding each Specially Serviced Loan when an Operating Advisor Consultation
Trigger Event does not exist, after the Special Servicer receives the




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Directing Holder’s approval or
deemed approval of such Major Decision Reporting Package, and (v) if specifically required to be delivered to the Operating Advisor under
this Agreement, such other reports, documents, certificates and other information prepared by the Special Servicer and received by the
Operating Advisor, as relate to the actions and decisions of the Special Servicer in respect of Specially Serviced Loans and, solely in
connection with Major Decisions as to which the Operating Advisor has consultation rights, Performing Serviced Loans. To the extent not
otherwise deliverable by the Special Servicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate
Administrator’s Website, the Special Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports
provided by the Special Servicer to any of the other parties to this Agreement or to the Uncertificated VRR Interest Owner or any Certificateholder
or Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced Loan or any Major Decision with respect
to which the Operating Advisor has consultation rights pursuant to Section 3.29(h) of this Agreement (provided, that,
for so long as an Operating Advisor Consultation Trigger Event does not exist, such reports shall exclude any Major Decision Reporting
Package that does not relate to a Specially Serviced Loan and any Asset Status Report that is not a Final Asset Status Report); and (ii)
grant the Operating Advisor adequate and timely access to information and reports prepared by or otherwise in the possession of the Special
Servicer necessary for the Operating Advisor to fulfill its duties under this Agreement.


(d)             
The Operating Advisor shall review the Special Servicer’s actions and decisions in light of the Servicing Standard and the
requirements of this Agreement, with respect to the applicable Specially Serviced Loan(s) and, solely in connection with Major Decisions
as to which the Operating Advisor has consultation rights pursuant to Section 3.29(g) of this Agreement, the applicable Performing
Serviced Loans.


(e)              
Based on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor or
made available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and any assessment
of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement,
as applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement; any
Major Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating Advisor Consultation Trigger
Event, any other Asset Status Report; any other reports made available to Privileged Persons on the Certificate Administrator’s
Website during the prior calendar year that the Operating Advisor is required to review pursuant to Section 3.29(c); and any
other information (other than any communications between the applicable Directing Holder, any Risk Retention Consultation Party or any
Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged
Information) prepared by the Special Servicer and delivered to the Operating Advisor under this Agreement, the Operating Advisor shall
(if, during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or (ii) there existed an Operating Advisor
Consultation Trigger Event), and the Operating Advisor may (if, with respect to the prior calendar year, the Operating Advisor deems it
appropriate in its sole discretion exercised in good faith), prepare and deliver to the Depositor, the Rule 17g-5 Information
Provider (who shall




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promptly post such Operating Advisor
Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (who shall
promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days of the end
of the prior calendar year an annual report (the “Operating Advisor Annual Report”). The Operating Advisor Annual Report
shall be substantially in the form of Exhibit R of this Agreement (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;
provided, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement). The Operating Advisor Annual Report shall set forth the Operating Advisor’s assessment of the
Special Servicer’s performance of its duties under this Agreement during the prior calendar year. Subject to the restrictions in
this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report
shall (A) state whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under
this Agreement, and (B) identify any material deviations with respect to such matters from (i) the Servicing Standard or (ii) the
Special Servicer’s obligations under this Agreement, and (C) comply with all of the confidentiality requirements applicable
to the Operating Advisor with respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions set
forth in this Agreement), and (D) comply with the requirements with respect to reports of the operating advisor set forth under Rule 7(b)
of Regulation RR. In the event a lack of access to Privileged Information limits the Operating Advisor from performing its duties under
this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.
Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5 Information
Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt,
post such Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s
Website, respectively; provided, however, that the Operating Advisor shall deliver to the Special Servicer, the applicable
Directing Holder and the Controlling Class Representative (at any time that it is an applicable Directing Holder or Consulting Party),
any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the Depositor, the Trustee
and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report
based on any comments received from the Special Servicer or the Controlling Class Representative. In the event the Special Servicer
is replaced during the prior calendar year, the Operating Advisor shall only be required to prepare an Operating Advisor Annual Report
relating to each entity that was acting as Special Servicer as of December 31 of the prior calendar year and is continuing in such
capacity through the date of such Operating Advisor Annual Report. In preparing an Operating Advisor Annual Report, the Operator Advisor
is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in accordance the Operating Advisor Standard, to be immaterial.
In connection with the Operating Advisor Annual Report and the reviews




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provided for above in this Section 3.29,
the Operating Advisor shall perform its review on the basis of the Special Servicer’s performance of its duties with respect to
Specially Serviced Loans and, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, with
respect to Major Decisions on Performing Serviced Loans, 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 annual compliance statement, any assessment of compliance
and any attestation report delivered to the Operating Advisor pursuant to Section 10.08, Section 10.09 and Section 10.10
of this Agreement, as applicable, or made available to the Operating Advisor on the Certificate Administrator’s Website, any Asset
Status Report, any Major Decision Reporting Package and other information (other than any communications between the applicable Directing
Holder, any Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as
applicable, and the Special Servicer that would be Privileged Information) that the Operating Advisor is required to review on the Certificate
Administrator’s Website or that is prepared by the Special Servicer and delivered or made available to the Operating Advisor pursuant
to this Agreement.


(f)               
After the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable
Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present
value used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional
information in the Special Servicer’s possession or reasonably obtainable by the Special Servicer 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 Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after
preparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business Days after receipt of such
calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the
corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any
such calculation.


In connection with this Section 3.29(f),
in the event the Operating Advisor does not agree with the mathematical calculations in any material respect or does not agree with the
application of the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating
Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or
the application of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating
Advisor and 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 determine which calculation is to apply. In making such




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determination, the Certificate Administrator
may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.


(g)                                 After the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall
consult (on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan
in accordance with Section 3.24, Section 6.09(a) and this Section 3.29, (ii) each Asset Status Report in accordance
with Section 3.21, and (iii) the matters set forth in, and in accordance with, Section 3.09 and Section 3.17(m),
and in each case, the Special Servicer or the Trustee, as applicable, shall consider any alternative courses of action and any other feedback
provided by the Operating Advisor. In connection with the Operating Advisor’s obligation to consult (on a non-binding basis)
with the Special Servicer with respect to Asset Status Report in accordance with Section 3.21, the Operating Advisor shall propose,
by written notice, alternative courses of action within 10 Business Days of receipt of each Asset Status Report to the extent the
Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that were previously included in the Control Eligible Classes) and the Uncertificated VRR Interest Owner, as a collective whole as if
such Certificateholders and the Uncertificated VRR Interest Owner constituted a single lender. After the occurrence and during the continuance
of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall consult with the Trustee in connection with the matter
set forth in, and in accordance with, Section 7.02.


(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 relating to the Operating Advisor Annual Reports or actions by the Master Servicer or
the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual
Report and made by Privileged Persons from time to time in accordance with the terms of Section 4.02(a) of this Agreement.


(i)                                   Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the applicable Directing Holder, any Risk Retention Consultation Party or any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the applicable Directing Holder,
such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including, without limitation,
in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree
requiring the disclosure of such Privileged Information.


(j)                                     The Operating
Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any Person (including
Certificateholders and the Uncertificated Interest Owners, other than the Controlling Class Representative), 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) when




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necessary to support, and directly related
to, specific findings or conclusions (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating
Advisor for the replacement of the Special Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent required
in connection with its duties under this Agreement, will be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt
of such Privileged Information to be bound by the same confidentiality provisions applicable to the Operating Advisor described in this
Agreement and a copy of such agreement is provided to the parties hereto. Each party to this Agreement that receives Privileged Information
from the Operating Advisor 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 and, as applicable, any related Outside Controlling Note Holder
(if a Serviced Outside Controlled Whole Loan is involved), the Risk Retention Consultation Party and/or, unless a Consultation Termination
Event has occurred and is continuing, the Controlling Class Representative other than pursuant to a Privileged Information Exception.


(k)              
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the
Mortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and the applicable
Operating Advisor Fee accrued on a Mortgage Loan that is part of a Whole Loan from collections on such Mortgage Loan on deposit in the
related Whole Loan Custodial Account, pursuant to Section 3.06(A) of this Agreement. In addition, the Operating Advisor Consulting
Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received from the related Mortgagor as a separately
identifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the Operating Advisor
Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.06
of this Agreement, but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is
actually received from the related Mortgagor. If the Operating Advisor has consultation rights 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, but only to the extent not prohibited by the related Loan Documents, and shall deposit any Operating Advisor Consulting Fee
so collected from the related Mortgagor into the Collection Account. 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.




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(l)                
 In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


Section 3.30          
Rating Agency Confirmation.


(a)              
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5
Information Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency
Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if
there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days
of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency
Declination, then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement
requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Serviced Mortgage Loans
(other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor,
then the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer
Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to
Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or
a Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent of the applicable Directing
Holder (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special
Servicer and deemed given if such Directing Holder does not respond within seven (7) Business Days of receipt of a request from the
Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in
accordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance
with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer
or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation shall not
apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered satisfied
if: (1) the applicable replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the
applicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the
non-responding Rating Agency; (2) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P
is the non-responding Rating Agency; and (3) KBRA has not cited servicing concerns of the applicable replacement master servicer or
special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal (or




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placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction serviced by the applicable
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; and (z) with respect to a replacement or successor
of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as
such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other CMBS transaction with respect to which the replacement operating advisor acts as trust advisor or operating
advisor prior to the time of determination.


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor 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 reasonably necessary for the Rating Agency to process such request, subject to Section 12.13.
Such written Rating Agency Confirmation request shall be provided in electronic format in accordance with Section 12.13(b)
and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, shall be required to
send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


Promptly following the Requesting
Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,
as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating Agency
Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic written notice
in accordance with Section 12.13(b) of the action taken for the particular item at such time and the Master Servicer, Special
Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the
Rating Agencies in accordance with Section 12.13(b).


(b)              
For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable
for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation requirement in
the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by the Requesting Party
(or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing Serviced Loans if the subject
action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer
Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced
Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable); provided,
that the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer
Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to
Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or
a




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Special Servicer Decision processed by
the Special Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with respect
to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions
(other than the requirement for a Rating Agency Confirmation) have been satisfied.


(c)              
For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless
the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


(d)              
With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not limited
to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”) requires
delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth
below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent
to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer
or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection
with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Serviced Companion
Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed
satisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this
Agreement; provided, that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion
Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special servicer, as applicable),
the Rule 17g-5 Information Provider’s counterpart for the related Other Securitization Trust, or such other party or parties
(as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format
as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two
(2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5
Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action
at approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other
materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency
Confirmation promptly following such request.


(e)              
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the




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Special Servicer the contact information
for the master servicer, the special servicer, the trustee, the certificate administrator and the Rule 17g-5 Information Provider’s
counterpart for an Other Securitization Trust, in each case to the extent known to it.


Section 3.31               
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder and the Uncertificated VRR Interest Owner
acknowledges and agrees, by its acceptance of its Certificates or Uncertificated VRR Interest, as applicable, that: (i) each Companion
Loan Holder may have special relationships and interests that conflict with those of the Uncertificated VRR Interest Owner and/or Holders
of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion
Loan Holder has any duty to the Uncertificated VRR Interest Owner or the Holders of any Class of Certificates; and (iv) no Companion
Loan Holder shall have any liability whatsoever for having so acted in its own interests, and neither the Uncertificated VRR Interest
Owner nor any Certificateholder may take any action whatsoever against any Companion Loan Holder or any director, officer, employee, agent
or principal thereof for such Companion Loan Holder’s having so acted in its own interests.


Section 3.32          
Delivery of Excluded Information to the Certificate Administrator. 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 cts.cmbs.bond.admin@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled and delivered
in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s
Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under
Section 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be
posted on the Certificate Administrator’s Website in such a manner that an Excluded Controlling Class Holder will only be prohibited
from accessing Excluded Information with respect to those Excluded Controlling Class Mortgage Loan(s) for which such Excluded Controlling
Class Holder is a Borrower Party; provided that the foregoing shall not be construed as an affirmative obligation for the
Certificate Administrator to perform such segregation). When so posted, the Excluded Controlling Class Holders shall be prohibited
from accessing Excluded Information with respect to any Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s
Website. None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.32 until such party has received written notice with respect
to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set
forth in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect
to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative or
Controlling Class Certificateholder that is not a Borrower Party




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with respect to the related Excluded Controlling
Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e)
of this Agreement.


Section 3.33          
Litigation Control


(a)              
The Special Servicer (with respect to each Mortgage Loan and Serviced Whole Loan other than any Excluded Special Servicer Mortgage
Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
other obligor on the related 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, and represent the
interests of the Trust in any litigation relating to a Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other
collateral securing such Mortgage Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under the related
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), the Master Servicer
shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days
of the Master Servicer receiving service of such Loan-Related Litigation.


(b)              
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 such Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall
(i) provide quarterly 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 the lawsuit, consult with and act at the direction of 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 once the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation
as provided in Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligation set forth above and the
Special Servicer's selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably
withheld, delayed or conditioned. Further, if there are claims against the Master Servicer, the Trust and the Special Servicer, each party
at the request of the other shall enter into a joint defense agreement in accordance with Section 3.33(h) below.


(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 Controlling Class Representative
(only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Controlling Class Representative 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 Controlling Class Representative),
and




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the related holder of any Companion Loan
(if such matter affects a Companion Loan and to the extent the identity of the holder of such Companion Loan is actually known to the
Special Servicer), and the Controlling Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan 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 Controlling Class Representative 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 Controlling Class Representative 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 the Uncertificated Interest Owners and, with
respect to a Serviced Whole Loan, the related Companion Loan Holders, the Special Servicer may take such action without waiting for the
Controlling Class Representative’s response.


(d)              
Notwithstanding anything to the contrary in this Section 3.33, neither of the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided by the Controlling Class Representative that would require or cause such Special
Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause such Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder,
any Uncertificated Interest Owner 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, or any Grantor Trust created hereunder to fail to
qualify as a grantor trust 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 to represent the interests of the Trust in Loan-Related
Litigation, the Master Servicer shall retain the right at all times to make final decisions in the Master Servicer's reasonable discretion,
relating to claims against the Master Servicer where a settlement by the Special Servicer does not meet the conditions set forth in subclauses
(i) through (v) of the first sentence of clause (g) below, including but not limited to the right to engage separate counsel, to make
settlement decisions with respect to claims asserted against the Master Servicer 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. For the sake of clarity, the Master Servicer’s rights do not include the right to settle any claims against the
Master Servicer without the Special Servicer’s consent if such settlement would (i) contain any admission of liability or wrongdoing
on the part of the Master Servicer, the Trust, the Special Servicer or any other party to this Agreement, (ii) provide for the payment
of damages or any sums for which the Master Servicer will seek indemnification from the Trust or any party to this Agreement




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or (iii) prejudice or impair the defense
or counterclaims of the Trust or any party to this Agreement with respect to such Loan-Related Litigation.


(f)                  
Further, nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement to
take or fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation of the REMIC
Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other such party to liability, or materially
expand the scope of the Master Servicer’s, any Special Servicer or such party’s obligations under this Agreement.


(g)              
Notwithstanding the Master Servicer’s right to make determinations relating to claims against
the Master Servicer, the Special Servicer may not direct the Master Servicer to settle any claims asserted against the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation) without the consent of the Master
Servicer unless (i) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent to
injunctive relief on the part of the Master Servicer and the Master Servicer is fully released, (ii) 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, (iii) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement
for all costs and expenses of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment,
(iv) any action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be
in compliance with the Servicing Standard, and (v) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory
to the Master Servicer as to the items in clauses (i), (ii), (iii) and (iv). With respect to any material settlements with respect to
any Mortgage Loan other than an Excluded Mortgage Loan, the Special Servicer shall be required to obtain the consent or consultation of
the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or Consultation Termination
Event, respectively.


(h)              
In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable
efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer and the Special Servicer
the rights afforded to such party in this Section.


(i)                
This Section shall not apply in 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, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a)
of this Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Trustee,
Certificate Administrator, Custodian or Operating Advisor, in its respective




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individual capacity, or in the event
that any judgment is rendered 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 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 Mortgage Loan,
with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination
Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or proceeding in its own name as representative
of the Trust.


(k)              
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, Midland Loan Services, a Division of PNC Bank, National Association
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




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(ii) the Depositor, any Sponsor, any
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. 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 3.34       
Resignation Upon Prohibited Risk Retention Affiliation.


Under Regulation RR, any 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 referred to in the preceding sentence
exists, 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 the Third Party Purchaser (in such case,
an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving written
notice by any other party to this Agreement, the Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the
Master Servicer, Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the
Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become an Affiliate (including a
Risk Retention Affiliate) of the Third Party Purchaser, any Sponsor or any other party to this Agreement (other than the Operating Advisor
and Asset Representations Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”),
then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this Agreement
and resign in accordance with Section 6.04, Section 8.07 or Section 11.03, 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, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring
an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such
costs and expenses shall be an expense of the Trust.



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Article
IV





DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01                                Distributions.


(a)                            (i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the
first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February
if the final Distribution Date occurs in such month) of each calendar year (commencing in 2023), pursuant to Section 3.23,
the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein
and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account. On each Master Servicer Remittance Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution
Account any Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each
Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account
or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a)
shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii)
and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC
Distribution Account until distributed to the Certificateholders and the Uncertificated VRR Interest Owner.


(ii)                                        All
distributions made in respect of interest on any Class of Principal Balance Certificates or in respect of interest of the Uncertificated
VRR Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of
its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of
interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b) or Section 9.01,
and allocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b),
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such
Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of
Principal Balance Certificates or in respect of principal of the Uncertificated VRR Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of any Class of Principal Balance
Certificates or in respect of the Uncertificated VRR Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC as




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reimbursements (with interest) of applicable
Realized Losses, in respect of its Corresponding Lower-Tier Regular Interest.


(iii)                                     On
each Distribution Date, Holders of the Class R Certificates shall receive distributions of any Aggregate Available Funds and Yield
Maintenance Charges remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after
all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with
Section 4.01(a)(ii) and the last paragraph of Section 4.01(d).


(b)                           On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on
deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable Realized Losses,
to the extent of Non-Vertically Retained Available Funds on deposit therein, and distribute such amounts to the Holders of each Class of
Non-Vertically Retained Regular Certificates and to the Holders of the Class R Certificates in the amounts and in the order of
priority set forth below:


(i)                                           First,
to the respective Holders 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-D and Class X-E Certificates, in respect of interest, up to an amount equal to, and
pro rata in accordance with, the respective Interest Distribution Amounts of those Classes;


(ii)                                        Second,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates, in reduction of the respective Certificate Balances thereof in the following priority (subject to the penultimate paragraph
of this Section 4.01(b)):


(A)                                    to
the Holders of the Class A-SB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-SB Scheduled Principal
Balance with respect to such Distribution Date;


(B)                                      to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclause (A) above, until the related Certificate Balance is reduced to zero;


(C)                                      to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


(D)                                     to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal




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Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (C) above, until the
related Certificate Balance is reduced to zero;


(E)                                       to
the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A)
through (D) above, until the related Certificate Balance is reduced to zero;


(F)                                       to
the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A)
through (E) above, until the related Certificate Balance is reduced to zero; and


(G)                                      to
the Holders of the Class A-SB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A)
through (F) above, until the related Certificate Balance is reduced to zero;


(iii)                                    Third,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated
to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class;


(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 that Class;


(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 related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution
Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


(vi)                                    Sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;




    	 	- 320 -	 



     


    

(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 that Class;


(viii)                              Eighth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB
and Class A-S Certificates have been reduced to zero, to the Holders of the Class B Certificates, in reduction of the
related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to
zero;


(ix)                                      Ninth,
to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(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 that Class;


(xi)                                      Eleventh,
after 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 and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in
reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date,
less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


(xii)                                   Twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(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 that Class;


(xiv)                               Fourteenth,
after 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 and Class C Certificates have been reduced to zero, to the Holders of the Class D
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


(xv)                                   Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such




    	 	- 321 -	 



     


    

Class compounded monthly from the
date each related Realized Loss was allocated to such Class;


(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 that Class;


(xvii)                            Seventeenth,
after 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 and Class D Certificates have been reduced to zero, to the Holders of the
Class E Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount
for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the
related Certificate Balance is reduced to zero;


(xviii)                         Eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(xix)                                 Nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xx)                                    Twentieth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to the
Holders of the Class F-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


(xxi)                                 Twenty-First,
to the Holders of the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(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 that Class;


(xxiii)                           Twenty-Third,
after 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, Class E and Class F-RR Certificates have been reduced to
zero, to the Holders of the Class G-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount




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distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


(xxiv)                         Twenty-Fourth,
to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(xxv)                             Twenty-Fifth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


(xxvi)                          Twenty-Sixth,
after 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, Class E, Class F-RR and Class G-RR Certificates have been
reduced to zero, to the Holders of the Class J-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the related Certificate Balance is reduced to zero;


(xxvii)                       Twenty-Seventh,
to the Holders of the Class J-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


(xxviii)                    Twenty-Eighth,
to the Holders of the Class K-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


(xxix)                            Twenty-Ninth,
after 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, Class E, Class F-RR, Class G-RR and Class J-RR Certificates
have been reduced to zero, to the Holders of the Class K-RR Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


(xxx)                               Thirtieth,
to the Holders of the Class K-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class; and


 




    	 	- 323 -	 



     


    

(xxxi)                             Last, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the Non-Vertically Retained Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC
Distribution Account.


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described in
clause (ii) above, remaining Non-Vertically Retained Available Funds at such level shall be distributed up to an amount equal to
the Principal Distribution Amount for such Distribution Date to the respective Holders of 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 reduction of their respective Certificate Balances (and the schedule for the Class A-SB principal distributions shall be disregarded).
Any remaining Non-Vertically Retained Available Funds will then be allocated as provided in clauses (iii) through (xxx)
above.


All distributions of interest
made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b), shall
be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if there
are multiple Components of such Class, in respect of all such Components, pro rata in accordance with the respective amounts of
interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate of
each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest Shortfall
with respect to the Mortgage Pool for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution
Dates.


(c)                            On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit
therein, to the extent of the Combined VRR Available Funds for such Distribution Date, and shall distribute such amounts to the Uncertificated
VRR Interest Owner, the Holders of the Class VRR Certificates and the Holders of the Class R Certificates for the following purposes
and in the following order of priority:


(i)                                           First,
distributions of interest to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based
on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, up to an aggregate
amount equal to the VRR Interest Distribution Amount for such Distribution Date;


(ii)                                        Second,
distributions of principal to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based
on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction of such
Certificate Balance and Uncertificated VRR Interest Balance, up to an aggregate amount equal to the VRR Principal Distribution Amount
for such Distribution Date, until the Combined VRR Interest Balance has been reduced to zero; and




    	 	- 324 -	 



     


    

(iii)                                     Third, reimbursements (with interest) of prior write-offs of the Combined VRR Interest Balance to the Holders of the Class
VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based on the Certificate Balance of the Class VRR Certificates
and the Uncertificated VRR Interest Balance, respectively, up to an aggregate amount equal to the unreimbursed Realized Losses previously
allocated to the Combined VRR Interest, plus interest in an aggregate amount equal to the VRR Realized Loss Interest Distribution Amount
for such Distribution Date;


provided that, with respect to any Distribution
Date, to the extent that the Combined VRR Available Funds for such Distribution Date exceeds the distributions to the Uncertificated VRR
Interest Owner and the Holders of the Class VRR Certificates on such Distribution Date pursuant to the immediately preceding clauses (i)
through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in respect of the
Upper-Tier Residual Interest.


The right to payment of Holders
of the Class VRR Certificates is pro rata and pari passu with the right to payment of the Uncertificated VRR Interest Owner.
On each Distribution Date, any Combined VRR Available Funds, any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest
Shortfalls, and Excess Interest allocated to the Combined VRR Interest shall be allocated to the Class VRR Certificates and the Uncertificated
VRR Interest pro rata (based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance,
respectively). In addition, any applicable Realized Losses allocated to the Combined VRR Interest shall be allocated between the Class
VRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, pro rata in accordance with the Certificate
Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.


For avoidance of doubt, no
Class VRR Certificates shall be issued and, accordingly, no amounts shall be allocable to the Class VRR Certificates pursuant to this
Section 4.01(c).


 


(d)                           On
each Distribution Date, until the Notional Amounts of the Class X-A, Class X-D and Class X-E Certificates and the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, amounts
on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically Retained Percentage of each Yield Maintenance
Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically Retained Yield Maintenance Charge”) collected
on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied
a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by the Certificate
Administrator to the Holders of the respective Classes of Non-Vertically Retained Regular Certificates (excluding the Class F-RR,
Class G-RR, Class J-RR and Class K-RR Certificates) as follows: (A) first such Non-Vertically Retained Yield Maintenance Charge shall
be allocated between (i) the group (the “YM Group A”) comprised of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB and Class X-A Certificates, (ii) the group (the “YM
Group A-S") comprised solely of the Class




    	 	- 325 -	 



     


    

A-S Certificates, (iii) the group (the
“YM Group B”) comprised solely of the Class B Certificates, (iv) the group (the “YM Group C”)
comprised solely of the Class C Certificates, (v) the group (the “YM Group D”) comprised of the Class X-D and
Class D Certificates, and (vi) the group (the “YM Group E” and, collectively with the YM Group A, the YM Group A-S,
the YM Group B, the YM Group C and the YM Group D, the “YM Groups”) comprised of the Class X-E and Class E Certificates,
pro rata based on the aggregate amount of principal distributed with respect to the Class or Classes of Non-Vertically Retained
Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then, the portion of such Non-Vertically Retained
Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the Classes of Non-Vertically Retained Regular
Certificates in such YM Group, in the following manner: (1) each Class of Non-Vertically Retained Principal Balance Certificates
in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically
Retained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal
to such Class of Non-Vertically Retained Principal Balance Certificates on such Distribution Date, and the denominator of which is
the total amount of principal distributed to all of the Non-Vertically Retained Principal Balance Certificates in such YM Group on such
Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Non-Vertically Retained
Principal Balance Certificates and (z) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM
Group; and (2) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group on any Distribution Date
and remaining after such distributions with respect to the Non-Vertically Retained Principal Balance Certificates contemplated by the
preceding clause (1) shall be distributed to the Class of Class X Certificates in such YM Group (or, in the case of any of YM
Group A-S, YM Group B or YM Group C, to the sole Class of Certificates comprising such YM Group). If there is more than one Class of
Non-Vertically Retained Principal Balance Certificates in any YM Group entitled to distributions of principal on any particular Distribution
Date on which Non-Vertically Retained Yield Maintenance Charges collected on the Mortgage Loans are distributable to such Classes, then
the aggregate portion of such Non-Vertically Retained Yield Maintenance Charges allocated to such YM Group shall be allocated among all
such Classes of Non-Vertically Retained Principal Balance Certificates up to, and on a pro rata basis in accordance with, their
respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence.


Notwithstanding the foregoing
provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class X-D
Notional Amount and the Class X-E Notional Amount and the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E
Certificates have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Non-Vertically
Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside
Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date)
shall be distributed by the Certificate Administrator to the Holders of the Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates
(collectively, the “Subordinate YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall
entitle the




    	 	- 326 -	 



     


    

applicable Certificateholders to receive on
the applicable Distribution Date that portion of such Non-Vertically Retained Yield Maintenance Charge equal to the product of (x) a
fraction, the numerator of which is the amount distributed as principal to such Class of Subordinate YM Certificates on such Distribution
Date, and the denominator of which is the total amount of principal distributed to all of the Subordinate YM Certificates on such Distribution
Date, multiplied by (y) the total amount of Non-Vertically Retained Yield Maintenance Charges to be distributed on such Distribution
Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions of principal on any particular Distribution
Date on which the Non-Vertically Retained Yield Maintenance Charges are distributable to such Classes, then the aggregate amount of such
Non-Vertically Retained Yield Maintenance Charges shall be allocated among all such Classes of Subordinate YM Certificates entitled to
distributions of principal up to, and on a pro rata basis in accordance with, their respective entitlements in those Non-Vertically
Retained Yield Maintenance Charges in accordance with the preceding sentence of this paragraph.


On each Distribution Date,
amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained Percentage of each Yield Maintenance
Charge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s),
that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by
the Certificate Administrator to Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based
on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.


Any portion of a Yield Maintenance
Charge that is distributed to Holders of the Non-Vertically Retained Regular Certificates on any Distribution Date shall (i) in the case
of a Yield Maintenance Charge with respect to a Mortgage Loan held by a Loan REMIC, be deemed to have first been distributed from the
related Loan REMIC to the Lower-Tier REMIC in respect of the related Loan REMIC Regular Interest, and then from the Lower-Tier REMIC
to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular
Interest) then receiving a principal distribution, pro rata, based on the respective amounts of those principal distributions,
and (ii) in the case of a Yield Maintenance Charge with respect to a Mortgage Loan other than a Mortgage Loan held by a Loan REMIC, be
deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving a principal distribution, pro rata,
based on the respective amounts of those principal distributions. Any portion of a Yield Maintenance Charge that is distributed to a Holder
of a Class VRR Certificate or the Uncertificated VRR Interest Owner on any Distribution Date shall (i) in the case of a Yield Maintenance
Charge with respect to a Mortgage Loan held by a Loan REMIC, be deemed to have first been distributed from the related Loan REMIC to the
Lower-Tier REMIC in respect of the related Loan REMIC Regular Interest, and then from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of the Class LVRR Lower-Tier Regular Interest, and (ii) in the case of a Yield Maintenance Charge with respect to
a Mortgage Loan other than a Mortgage Loan held by a Loan REMIC, be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular Interest.




    	 	- 327 -	 



     


    

(e)              
 On each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Non-Vertically Retained Available
Funds for such Distribution Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient
to pay all interest and principal due and owing to, and to reimburse (with interest thereon) all previously allocated applicable Realized
Losses reimbursable to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).
If the Certificate Administrator determines that such Non-Vertically Retained Available Funds (as so determined) would not be sufficient
to make such payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve
Account and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be
included in the Aggregate Available Funds for the related Distribution Date for allocation between the Combined VRR Interest and the Non-Vertically
Retained Regular Certificates) equal to the lesser of (i) all amounts then on deposit in the Excess Liquidation Proceeds Reserve Account
and (ii) the sum of (A) the amount of the applicable insufficiency in such Non-Vertically Retained Available Funds and (B) the VRR Allocation
Percentage of the amount described in the immediately preceding sub-clause (A). The Certificate Administrator may also withdraw
funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the Holders of the Class R Certificates
in accordance with the last sentence of Section 3.05(c) of this Agreement.


(f)               
On each Distribution Date, following all distributions to be made on such date, the Certificate Balance of each Class of Non-Vertically
Retained Principal Balance Certificates shall be reduced without distribution, as a write-off, to the extent of any applicable Realized
Loss allocated to such Class of Certificates, on such Distribution Date. On each Distribution Date, any applicable Realized Loss
with respect to the Non-Vertically Retained Principal Balance Certificates for such Distribution Date shall be allocated to the following
Classes of Non-Vertically Retained Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of
Certificates is reduced to zero: first, to the Class K-RR Certificates; second, to the Class J-RR Certificates; third,
to the Class G-RR Certificates; fourth, to the Class F-RR Certificates; fifth, to the Class E Certificates;
sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates;
ninth, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates
and (vi) Class A-SB Certificates based on their respective Certificate Balances.


On each Distribution Date,
following all distributions to be made on such date, any applicable Realized Loss for such Distribution Date shall be allocated to the
Combined VRR Interest in reduction of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance
of the Uncertificated VRR Interest (pro rata based on the relative sizes thereof) without distribution, as a write-off, to the
extent of such applicable Realized Loss, until the Combined VRR Interest Balance is reduced to zero.


On each Distribution Date,
following the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses
deemed made in




    	 	- 328 -	 



     


    

respect of the Lower-Tier Regular Interests
pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account
of such deemed distributions) shall be deemed reduced as a result of applicable Realized Losses to equal the Certificate Balance
of its Corresponding Certificates (or, in the case of the Class LVRR Lower-Tier Regular Interest, the Combined VRR Interest Balance of
the Combined VRR Interest) that will be outstanding immediately following such Distribution Date.


The Notional Amount of the
Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions
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 and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2, Class LA-3, Class LA-4,
Class LA-5 and Class LA-SB Lower-Tier Regular Interests, in any event resulting from allocations of applicable Realized
Losses. The Notional Amount of the Class X-D Certificates and the Component Notional Amount of the Class X-D Component
will be reduced to reflect reductions of the Certificate Balance of the Class D Certificates and of the Lower-Tier Principal
Balance of the Class LD Lower-Tier Regular Interest, in any event resulting from allocations of applicable Realized Losses. The
Notional Amount of the Class X-E Certificates and the Component Notional Amount of the Class X-E Component will be reduced to reflect
reductions of the Certificate Balance of the Class E Certificates and of the Lower-Tier Principal Balance of the Class LE Lower-Tier Regular
Interest, in any event resulting from allocations of applicable Realized Losses.


(g)              
Distributions in reimbursement of applicable Realized Losses previously allocated to the respective Classes of the Non-Vertically
Retained Principal Balance Certificates and deemed distributions in reimbursement of applicable Realized Losses previously allocated to
the Combined VRR Interest shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c), as applicable.
If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate 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 Non-Vertically Retained Percentage of the amount of such recovery will be added to the Certificate Balance(s)
of the Class or Classes of Non-Vertically Retained Principal Balance Certificates that previously were allocated applicable Realized Losses,
in the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser of (A)
the unallocated portion of the Non-Vertically Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed
Realized Losses previously allocated to the subject Class of Non-Vertically Retained Principal Balance Certificates, and the Interest
Shortfall with respect to each affected Class of Non-Vertically Retained Regular Certificates for the next Distribution Date will be increased
by the aggregate amount of interest that would have accrued through the then current Distribution Date if the restored write-down for
such reimbursed Class of Non-Vertically Retained Principal Balance Certificates had never been written down; and (ii) the Vertically Retained
Percentage of the amount of such recovery will be added to the Combined VRR Interest Balance of the Combined VRR Interest (with such increase
allocable between the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest




    	 	- 329 -	 



     


    

Balance, pro rata based on the
relative sizes thereof) up to the lesser of (A) the Vertically Retained Percentage of the amount of such recovery and (B) the amount of
the unreimbursed applicable Realized Losses previously allocated to the Combined VRR Interest, and the interest payable on the Combined
VRR Interest will be deemed increased by the VRR Allocation Percentage of any contemporaneous increases in interest payable on the Non-Vertically
Retained Regular Certificates pursuant to clause (i) of this sentence (which such increase shall accordingly be allocated to the
Class VRR Certificates and the Uncertificated VRR Interest pro rata, based on the Certificate Balance of the Class VRR Certificates
and the Uncertificated VRR Interest Balance, respectively). To the extent that the Certificate Balance of, and/or any interest payable
on, any Class of Regular Certificates or any Component thereof (or the Uncertificated VRR Interest Balance of, and/or any interest payable
on, the Uncertificated VRR Interest) is so increased or deemed increased, an identical increase shall be deemed made to the Lower-Tier
Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance of any
Class of Principal Balance Certificates (or the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest or the Lower-Tier
Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed applicable Realized Losses of such
Class of Principal Balance Certificates (or the Uncertificated VRR Interest or such Lower-Tier Regular Interest), as the case may
be, shall be decreased by such amount, and any interest accrued on the amount of unreimbursed applicable Realized Losses so decreased
shall be deemed not to exist.


(h)              
All amounts distributable, or reductions allocable on account of applicable Realized Losses, to a Class of Certificates pursuant
to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such
Class based on their respective Percentage Interests. All distributions on each Class of Certificates or the Uncertificated Interests
pursuant to this Section 4.01 shall be made by the Certificate Administrator on each Distribution Date other than the Termination
Date to each Certificateholder or Uncertificated Interest Owner of record at the close of business on the related Record Date by wire
transfer of immediately available funds to the account of such Certificateholder or Uncertificated Interest Owner at a bank or other entity
located in the United States and having appropriate facilities to accept such funds, if such Certificateholder or Uncertificated Interest
Owner has provided the Certificate Administrator with written 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 distributions), or otherwise
by check mailed to such Certificateholder or Uncertificated Interest Owner. The final distribution on each Certificate or Uncertificated
Interest shall be made in like manner, but in the case of a Certificate, only upon presentation and surrender of such Certificate, and
in the case of an Uncertificated Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution
on such Uncertificated Interest, at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in a notice to Certificateholders or the Uncertificated Interest Owners, as applicable,
of the pendency of the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates
and the Uncertificated Interests contemplated hereunder.




    	 	- 330 -	 



     


    

(i)                
 Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates or any Uncertificated Interest is expected to be made (or, if the Certificate Administrator has not received notice of such
Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each
Holder of such Class of Certificates and each related Uncertificated Interest Owner, on such date a notice to the effect that:


(i)                
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates or such Uncertificated Interest will be made on such Distribution Date, but in the case of
Certificates only upon presentation and surrender of such Certificates, and in the case of an Uncertificated Interest, only upon delivery
of a written instrument acknowledging surrender of and final distribution on such Uncertificated Interest, at the office of the Certificate
Administrator therein specified, and


(ii)             
if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates or such
Uncertificated Interest, or on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date; provided,
however, that the Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


Any funds not distributed
to any Holder or Holders of Certificates of such Class or to any Uncertificated Interest Owner on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates or the failure of such Uncertificated Interest Owner to deliver the instrument
contemplated in clause (i) of the first paragraph of this Section 4.01(i) shall, on such date, be set aside and held in trust for
the benefit of the appropriate non-tendering Holder or Holders or Uncertificated Interest Owner(s). If any Certificates or Uncertificated
Interest as to which notice has been given pursuant to this Section 4.01(i) 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 or Uncertificated Interest Owner(s) to surrender their Certificates or Uncertificated Interest(s)
for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
and Uncertificated Interest(s) shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an
agent, take appropriate steps to contact the remaining non-tendering Certificateholders or Uncertificated Interest Owner(s) concerning
surrender of their Certificates or Uncertificated Interest(s). The costs and expenses of holding such funds in trust and of contacting
such Certificateholders or Uncertificated Interest Owner(s) shall be paid out of such funds. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any such Certificates or Uncertificated Interest(s) shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders
thereof or the Uncertificated Interest Owner(s), as applicable, and the Certificate Administrator shall thereafter hold such amounts for
the benefit of such Holders or Uncertificated Interest Owner(s) until the earlier of (i) its termination as Certificate Administrator
hereunder and




    	 	- 331 -	 



     


    

the transfer of such amounts to a successor
Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders.
No interest shall accrue or be payable to any Certificateholder or any Uncertificated Interest Owner on any amount held in trust hereunder
or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) or such Uncertificated
Interest Owner’s failure to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with
this 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 Certificateholders or Uncertificated Interest Owner(s) not presenting and surrendering their Certificates or Uncertificated
Interest(s), as applicable, in the aforesaid manner.


(j)                
The Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage Pool for
each Distribution Date will be allocated among the various Classes of Non-Vertically Retained Regular Certificates, pro rata, based
upon the respective Interest Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular Certificates for such Distribution
Date, and the Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed
allocated to the Combined VRR Interest (and will, in turn, be deemed allocated to the Class VRR Certificates and the Uncertificated VRR
Interest, pro rata, based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance,
respectively). The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Class X
Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates, pro rata, based
upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution Date. The portion of any
Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Non-Vertically Retained Principal Balance
Certificates, the Class VRR Certificates, the Uncertificated VRR Interest or any Component of a Class of Class X Certificates shall
be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of Non-Vertically Retained
Principal Balance Certificates, the Class VRR Certificates, the Uncertificated VRR Interest or such Component, as applicable.


(k)              
On each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage Loan
that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding the related
Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute such Excess
Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Vertically Retained Percentage of such Excess Interest;
and (ii) to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based on the Certificate
Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in an amount equal to the Vertically
Retained Percentage of such Excess Interest.


(l)                
The various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of,
or multiple clauses of any subsection




    	 	- 332 -	 



     


    

of, this Section 4.01 shall
be so distributed in a single, aggregate distribution to the Holders of such Class of Certificates on such Distribution Date.


(m)            
The Loan REMIC Regular Interest’s share of all payments made on the related Mortgage Loan (other than any Excess Interest,
Default Interest and amounts distributable to the Loan REMIC Residual Interest in accordance with the related REMIC Declaration) shall
be deemed to be paid at the time payments are made under the related Mortgage Loan (in the case of interest, at the Mortgage Rate of such
Mortgage Loan) and then deposited in the Lower-Tier REMIC before payments are made to the Trustee as Holder of the Lower-Tier Regular
Interests, and shall be treated as principal, interest and Yield Maintenance Charges, as the case may be, based on these characterizations
with respect to such Mortgage Loan (or related REO Property), except where expressly noted and, in addition, any payment of principal
on or reduction in the Stated Principal Balance of such Mortgage Loan shall reduce the principal balance of the related Loan REMIC Regular
Interest. Any portion of the Aggregate Available Funds attributable to such Mortgage Loan on deposit in the Collection Account after giving
effect to withdrawals of funds pursuant to Section 3.06(a)(i) through Section 3.06(a)(x) (other than any referenced deposit
to the Loan REMIC Residual Distribution Account) shall be distributable to the Class R Certificates in respect of amounts distributed
on the Loan REMIC Residual Interest from the Loan REMIC Residual Distribution Account. Servicing Fees, Trustee/Certificate Administrator
Fees and Operating Advisor Fees with respect to these Mortgage Loans shall be deemed paid by the Lower-Tier REMIC in determining the Net
Mortgage Rate of the related Loan REMIC Regular Interest, and all other servicing compensation or unanticipated expenses with respect
to such Mortgage Loan payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor shall be deemed payable by the related Loan REMIC.


Section 4.02          
Statements to Certificateholders and Uncertificated VRR Interest Owner; Certain Reports by the Master Servicer and the Special
Servicer.


(a)              
Based on loan-level information (including, without limitation, information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package (IRP) in accordance with CREFC® guidelines) received from the
Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate Administrator shall provide or make available
a report, including reports in substantially the form attached hereto as Exhibit D (the “Distribution Date Statement”),
setting forth, among other things, the following information:


(A)            
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and the Uncertificated VRR Interest Owner and applied to reduce the respective Certificate Balance thereof or the Uncertificated VRR Interest
Balance, as applicable;


(B)             
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates and the Uncertificated
VRR Interest Owner allocable to (A) an Interest Distribution




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Amount (or, if applicable, a portion
of the VRR Interest Distribution Amount), (B) Yield Maintenance Charges and (C) Excess Interest;


(C)             
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


(D)            
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and
the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each
Mortgage Loan as of the related Determination Date;


(E)             
the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by
or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


(F)             
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


(G)            
the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the
outstanding Mortgage Loans, at the close of business on the related Determination Date;


(H)             
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)
delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are
not delinquent or (F) as to which foreclosure proceedings have been commenced;


(I)               
the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


(J)               
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to
the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance of
such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and
date upon which the Appraisal was performed;


(K)            
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or




    	 	- 334 -	 



     


    

other amounts, if any, received thereon
during the related Collection Period and the portion thereof included in the Aggregate Available Funds for such Distribution Date;


(L)             
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as
of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts,
if any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate Available
Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;


(M)           
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of
during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
if any, received in respect of such REO Property during the related Collection Period, the portion thereof included in the Aggregate Available
Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;


(N)            
the Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates for such Distribution
Date, and the VRR Interest Distribution Amount for such Distribution Date;


(O)                any
unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates after giving effect
to the distributions made on such Distribution Date;


(P)             
the Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates for such Distribution Date;


(Q)            
the original Certificate Balance, Notional Amount or Uncertificated VRR Interest Balance as of the Closing Date and the Certificate
Balance, Notional Amount or Uncertificated VRR Interest Balance, as the case may be, of each Class of Non-Vertically Retained Regular
Certificates, the Class VRR Certificates and the Uncertificated VRR Interest immediately before and immediately after such Distribution
Date, separately identifying any reduction in the Certificate Balance, Notional Amount or Uncertificated VRR Interest Balance, as the
case may be, of each such Class of Certificates and the Uncertificated VRR Interest due to applicable Realized Losses;




    	 	- 335 -	 



     


    

(R)            the Certificate Factor for each Class of Principal Balance Certificates and Class X Certificates immediately following such
Distribution Date;


(S)              the
Principal Distribution Amount, VRR Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution Date;


(T)             the
aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment Interest
Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


(U)            the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust
Fund during the related Collection Period, and any Realized Losses for the Non-Vertically Retained Principal Balance Certificates and
the Combined VRR Interest, respectively, for such Distribution Date;


(V)             any
Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction Amounts,
Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


(W)          
identification of any material modification, extension or waiver of a Mortgage Loan;


(X)             identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan Seller;


(Y)            
the identity of the Operating Advisor;


(Z)              the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property Royalty
License Fee paid with respect to such Distribution Date;


(AA)      
 an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


(BB)       
  the identity of the Controlling Class;


(CC)         
the identity of the Controlling Class Representative;


(DD)        
 such additional information as contemplated by Exhibit D to this Agreement; and




    	 	- 336 -	 



     


    

(EE)        
 the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust
Fund that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan
Purchase Agreements.


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


On each Distribution Date,
the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R
Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth
the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on such
Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided
substantially comparable information pursuant to any requirements of the Code as from time to time in force. Subject to any potential
liability for willful misconduct, bad faith or negligence under Sections 6.01, 6.03, 8.01 or 8.05, as
applicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the
accuracy or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third party on its behalf), any Mortgage
Loan Seller (including the information in the Prospectus), another party to this Agreement or a party to an Outside Servicing Agreement
that is included in any reports, statements, materials or information prepared or provided by it.


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item (vii) below,
solely to Certificateholders, Certificate Owners and the Uncertificated Interest Owners, and provided that the Prospectus, Distribution
Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any Privileged Person
that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided herein with respect to the
Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following items (in
each case to the extent such items were prepared by or delivered to the Certificate Administrator):


(i)                
the following “deal documents”:


(A)            
the Prospectus;


(B)             
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and




    	 	- 337 -	 



     


    

(C)             
 CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


(ii)             
the following “Commission EDGAR filings”:


(A)            
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


(iii)           
the following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


(A)            
the Distribution Date Statements;


(B)             
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator
has received such report or file; and


(C)             
all Operating Advisor Annual Reports;


(iv)            
the following documents, which shall be made available under a tab or heading designated “additional documents”:


(A)            
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21
of this Agreement;


(B)             
any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator pursuant to Section 3.18 of this Agreement;


(C)             
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


(D)            
any documents provided to the Certificate Administrator by the Master Servicer, the Special Servicer or the Depositor directing
the Certificate Administrator to post to the “additional documents” tab; and


(E)             
any notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage Loan,
including the related CREFC® Appraisal Reduction Template;


(v)              
the following documents, which shall be made available under a tab or heading designated “special notices”:


(A)            
notice of any release based on an environmental release under this Agreement;




    	 	- 338 -	 



     


    

(B)             
 notice of any waiver, modification or amendment of any term of any Mortgage Loan;


(C)             
notice of final payment on the Certificates or the Uncertificated Interests;


(D)            
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
and the Uncertificated Interest Owners of the termination of the Master Servicer or the Special Servicer;


(E)             
notice of termination or resignation of the Master Servicer or the Special Servicer;


(F)             
notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor
Trustee or the successor Certificate Administrator, as applicable;


(G)            
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the
Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


(H)            
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related
report prepared by the Operating Advisor in connection with such recommendation;


(I)               
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


(J)               
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final
Asset Review Report received by the Certificate Administrator;


(K)            
any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


(L)             
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance was
(or, if made, would be) a Nonrecoverable Advance;


(M)           
notice of the termination of the Trust;




    	 	- 339 -	 



     


    

(N)            
 any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event or Operating
Advisor Consultation Trigger Event has occurred;


(O)            
any notice of the occurrence of an Operating Advisor Termination Event;


(P)             
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(Q)            
any assessments of compliance delivered to the Certificate Administrator;


(R)              any
attestation reports delivered to the Certificate Administrator;


(S)               any
“special notices” required by a Certificateholder or an Uncertificated Interest Owner to be posted on the Certificate Administrator’s
Website pursuant to Section 5.07;


(T)              any
Proposed Course of Action Notice; and


(U)             any notice provided to the Certificate Administrator by the Depositor, the Master Servicer or the Special Servicer directing the
Certificate Administrator to post to the “special notices” tab;


(vi)            
the Investor Q&A Forum;


(vii)         
solely to Certificateholders, Certificate Owners and Uncertificated Interest Owners that are Privileged Persons, the Investor Registry;
and


(viii)        
the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or from the Retaining
Sponsor regarding non-compliance by the Third Party Purchaser with, or any other matter related to, Regulation RR);


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 Mortgage Loan, 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 Consultation Termination Event to the extent the Certificate Administrator has been
notified of such Excluded Mortgage Loan.


Notwithstanding the foregoing,
all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii) above) and
made available to Privileged Persons other than any Excluded Controlling Class Holder (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




    	 	- 340 -	 



     


    

Class Mortgage Loan(s)). Notwithstanding
the foregoing, nothing set forth in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect
to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available to such Controlling Class Representative or Controlling Class Certificateholder via the
Certificate Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder that
is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable
request) such information in accordance with Section 4.02(e) of this Agreement.


Notwithstanding any of the
foregoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Mortgage Loan or
Serviced Whole Loan, the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided,
that the Special Servicer hereby agrees not to access, and is not permitted to access, Excluded Special Servicer Information with respect
to any Excluded Special Servicer Mortgage Loan (but shall be permitted to access any information with respect to any Mortgage Loan other
than any related Excluded Special Servicer Mortgage Loan) made available on the Certificate Administrator’s Website or otherwise
pursuant to this Agreement. If the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Excluded Special
Servicer Mortgage Loan, the Special Servicer (i) shall not, directly or indirectly provide any information related to any Excluded Special
Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded Special Servicer Mortgage
Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any of its Affiliates involved in the
management of any investment in any related Borrower Party or the related Mortgaged Property or (C) to the extent known to the Special
Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party or the related Mortgaged
Property, 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. Notwithstanding any provision to the contrary herein, the Certificate Administrator
shall not have any obligation to restrict access by the Special Servicer or any Excluded Mortgage Loan Special Servicer to any information
on the Certificate Administrator’s Website related to any Excluded Special Servicer Mortgage Loan.


Any Person that is a Borrower
Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling
Class Certificateholder, if any such Person is 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 of Exhibit M-1C and a notice in the form of Exhibit M-1F hereto certifying to the effect that
it is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit M-1G, which shall include each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, all information (other than Excluded Information related to the Excluded Controlling Class Mortgage
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 Excluded Controlling




    	 	- 341 -	 



     


    

Class Mortgage Loan(s) for which such
Person is a Borrower Party)) available on the Certificate Administrator’s Website.


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not
an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall
be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating
Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B
hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is
not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification
in the form of Exhibit M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage
Loan(s). In the event the Controlling Class Representative or a Controlling Class Certificateholder, as the case may be, 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 M-1F to the effect
that such party is an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed
in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit M-1G
listing 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 M-1C (which certification
shall include, among other things, an acknowledgement and agreement by such Excluded Controlling Class Holder that it is prohibited
from accessing and reviewing (and it agrees not to access and review) any Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans for which it is a Borrower Party) 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 Mortgage 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 Excluded Controlling Class Mortgage Loan(s) for which such
Person is a Borrower Party) made available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded
Controlling Class Mortgage Loan 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 email to cmbsexcludedloans@wellsfargo.com in one or more separate files labeled “Excluded Information” followed
by the applicable loan name and loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information on a separate excluded loan tab on the Certificate Administrator’s Website (and, if possible at
a later time, on a loan-by-loan basis). Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the




    	 	- 342 -	 



     


    

Controlling Class Representative and all
Controlling Class Certificateholders are not Excluded Controlling Class Holders except to the extent that the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received notice from the Controlling
Class Representative or a 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 Controlling Class Representative or Controlling Class Certificateholder or disclosure of Excluded Information 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 Mortgage Loan (including, in the case of the summary of any
Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in
the form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the
extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling
Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management
of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


To the extent a Risk Retention
Consultation Party or a Combined VRR Interest Owner receives access pursuant to this Agreement to any information relating to an Excluded
RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder or owner is a Borrower Party) and/or the related Mortgaged Property
(which shall include any Major Decision Reporting Package, 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 Mortgage Loan Special Servicer and which
may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present
value determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was
(or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated
with information of other Mortgage Loans at a pool level), whether on the Certificate Administrator’s Website or otherwise, such
Risk Retention Consultation Party or such Combined VRR Interest Owner, as applicable, shall be deemed to have agreed that it (i) will
not




    	 	- 343 -	 



     


    

provide any such information to (A) the related
Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such Combined VRR Interest Owner 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 order to comply with the limitations 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 Mortgage Loan) shall be considered
information that is aggregated with information of other Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this
Agreement, a Risk Retention Consultation Party will be permitted to share with any Combined VRR Interest Owner any Major Decision Reporting
Package that such Risk Retention Consultation Party has received in connection with the exercise of its consultation rights pursuant to
Section 6.09(a).


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and assumes
no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed by the
Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s
Website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the
information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web
page “click-through”). The Certificate Administrator shall not be liable for the dissemination of information in accordance
with this Agreement. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure
of Excluded Information relating to an Excluded Controlling Class Mortgage Loan to the extent such information was included in the
summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to an Excluded Controlling Class Mortgage
Loan.


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any
information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 866-846-4526.


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders, the Uncertificated Interest
Owners and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given
via the Certificate Administrator’s Website).




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Any Person that is a Mortgagor,
a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the Prospectus,
Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings on the Certificate
Administrator’s Website which are being made available to the general public. The provisions in this Section shall not limit
the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website maintained by the
Master Servicer.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate or Uncertificated VRR Interest Owner and requests in writing, a statement containing the information
as to the applicable Class or the Uncertificated VRR Interest set forth in clauses (A), (B) and (C) of the description of Distribution
Date Statements above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder
or Uncertificated VRR Interest Owner, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner reasonably requests, to enable Certificateholders
and the Uncertificated VRR Interest Owner 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.


The Certificate Administrator
shall make the Investor Q&A Forum available only to Privileged Persons. The “Investor Q&A Forum” shall be a
service available on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged
Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b) the Master Servicer
or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available pursuant to
this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans) or the related Mortgaged Properties
or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other reports prepared by the Operating Advisor
or actions by the Special Servicer referenced in such reports (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 Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator shall forward the
Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the applicable party
under the related Outside Servicing Agreement, in each case within a commercially reasonable period following receipt thereof.


Within a commercially reasonable
time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Operating
Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case of an Inquiry relating
to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Outside Servicer or the related Outside Special Servicer, as applicable; provided that the Certificate Administrator shall not
be responsible for the content of such answer or any




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delay or failure to obtain such answer. The
Certificate Administrator shall post (within a commercially reasonable period 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
Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or
the Certificateholders and the Uncertificated Interest Owners, (iii) answering any Inquiry would be in violation of applicable law,
this Agreement (including requirements in respect of non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information (subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise, for any reason,
not advisable, then it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or
the Special Servicer, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise
disclose any direct communications with any Directing Holder or Consulting 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.” 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 which are not submitted via the Certificate
Administrator’s Website. Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not
be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers or any of their respective Affiliates. None
of the Underwriters, Initial Purchasers, Depositor, any of their respective affiliates or any other person will certify as to the accuracy
of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content
of any such information. No party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum.


The Certificate Administrator
shall make the Investor Registry available to any Certificateholder, Certificate Owner or Uncertificated Interest Owner that is a Privileged
Person. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s




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Website, where Certificateholders, Certificate
Owners and the Uncertificated Interest Owners can register and thereafter obtain information with respect to any other Certificateholder,
Certificate Owner or Uncertificated Interest Owner that has so registered. Any person registering to use the Investor Registry will be
required to certify that (a) it is a Certificateholder, a Certificate Owner or an Uncertificated Interest Owner and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least
45 days from the date of such certification to other registered Certificateholders, registered Certificate Owners and the registered
Uncertificated Interest Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name,
the company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder, any Certificate Owner or any Uncertificated Interest Owner notifies the Certificate Administrator that it wishes
to be removed from the Investor Registry (which notice may not be within 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.


Upon filing with the IRS,
the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC
and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time
such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably
request.


The specification of information
to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or
calling for delivery or reporting of information by the Certificate Administrator to Certificateholders, Certificate Owners and the Uncertificated
VRR Interest Owner) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized
to furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”) with
respect to the Mortgage Loans or Serviced Whole Loans, the Mortgaged Properties or the Trust Fund as may be provided to it by the Depositor,
the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time, provided
that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be furnished with the consent
or at the request of the Depositor (except pursuant to clause (E) below or to the extent such information is requested by a
Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information furnished
by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion (together with any
warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion, determine appropriate),
(C) the Certificate Administrator may notify any Privileged Person of the availability of any such information in any manner as it,
in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated) to require payment
from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly,
reproduction or delivery of any such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute
or make available such Additional Information in




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accordance with such reasonable rules and procedures
as it may deem necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of the Certificates be executed by the recipient, if and
to the extent the Certificate Administrator deems the same to be necessary or appropriate). Nothing herein shall be construed to impose
upon the Certificate Administrator any obligation or duty to furnish or distribute any Additional Information to any Person in any instance,
and the Certificate Administrator shall neither have any liability for furnishing nor for refraining from furnishing Additional Information
in any instance. The Certificate Administrator shall be entitled (but not required) to request and receive direction from the Depositor
as to the manner of delivery of any such Additional Information, if and to the extent the Certificate Administrator deems necessary or
advisable, and to require that any consent, direction or request given to it pursuant to this Section be made in writing.


The Depositor hereby authorizes
the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions,
Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters
Corporation, Intercontinental Exchange | ICE Data Services, KBRA Analytics, LLC, DealView Technologies Ltd. or such other vendor chosen
by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3 to this Agreement,
all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this
Section 4.02(a) to Privileged Persons.


(b)              
No later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer
in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer
the following reports or information (and any other files as may be, or have been, adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO Status Report,
(2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3) CREFC®
Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the CREFC®
Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC®
Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC®
Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


With respect to each Serviced
Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered to the related
Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant to this Section 4.02(b)
(which shall include all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)), to the extent related to
such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note, no later than the earlier of (x) the Master
Servicer Remittance Date and (y) the Business Day immediately following the “determination date” (or analogous concept) set
forth in the related Other Pooling and Servicing Agreement.




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No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for each
Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report for each
of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver,
or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date; (b) each
of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s possession);
and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).


The Master Servicer shall
provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m. on the third Business
Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with the
data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup
File.


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator
(i) a CREFC® Loan Periodic Update File setting forth certain information with respect to the Mortgage Loans and Mortgaged
Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent received, or prepared pursuant to Section 3.10(a)
of this Agreement, by the Master Servicer.


The Master Servicer shall
prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the
initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage Loan Purchase
Agreements.


Not later than 5:00 p.m.
(New York City time) on each Distribution Date beginning November 2022, the Master Servicer shall deliver to the Certificate Administrator
and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set forth in Section 12.04 together
with the name, phone number and email address of the servicing officer of the Master Servicer to contact with any questions related to
the CREFC® Schedule AL File and the Schedule AL Additional File) a single CREFC® Schedule AL File (with
respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period covered by the Form
10-D required to be filed with respect to the subject Distribution Date pursuant to Section 10.04) and the related Schedule
AL Additional File, in each case, in EDGAR-Compatible Format and Excel format; provided, however, that the Master Servicer
shall have no obligation to prepare or deliver the CREFC® Schedule AL File or the Schedule AL Additional File unless and
until the Master Servicer receives the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor in EDGAR-Compatible
Format and Excel format; and provided, further, that, if the Master Servicer has not received the Initial Schedule AL File
and the Initial Schedule AL Additional File from the Depositor prior to the time it would need the Initial Schedule AL File and the Initial
Schedule AL Additional File in order for the Master Servicer to prepare the CREFC® Schedule AL File with respect to the
first Distribution Date, the Master Servicer shall request the Initial Schedule AL File and the Initial Schedule AL Additional File from
the Depositor, including by email to the email addresses for the Depositor set forth in




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Section 12.04. If the CREFC®
Schedule AL File is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York City time)
on any Distribution Date, the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule
AL File from the Master Servicer via email to NoticeAdmin@midlandls.com. The Master Servicer shall be entitled to conclusively
rely, absent manifest error, without any due diligence, investigation or verification, on the content, completeness and accuracy of the
Initial Schedule AL File and the Initial Schedule AL Additional File, in each case, as of the Closing Date. Any Schedule AL Additional
File that the Master Servicer determines, in accordance with the Servicing Standard, to deliver in connection with any CREFC®
Schedule AL File prepared by the Master Servicer pursuant to this paragraph shall be delivered in EDGAR-Compatible Format and in Excel
format to the Certificate Administrator concurrently with the delivery of the related CREFC® Schedule AL File. With respect
to each Outside Serviced Mortgage Loan, the Master Servicer shall include the analogous CREFC® Schedule AL File and/or
Schedule AL Additional File, as applicable, information that it receives from the related Outside Servicer under the applicable Outside
Servicing Agreement in the single CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, that it delivers
to the Certificate Administrator for the subject Distribution Date.


With respect to any Mortgage
Loan that is or becomes subject to a forbearance agreement (or any agreement similar thereto) during the reporting period covered by any
CREFC® Schedule AL File prepared by the Master Servicer, the Master Servicer shall so notify the Certificate Administrator and the
Depositor in writing (which notification may be in the form of electronic mail) and the Master Servicer shall include as part of such
CREFC® Schedule AL File the appropriate code designations indicating (or to the extent such information cannot be sufficiently
indicated via an available code designation, a contemporary explanatory note in the related Schedule AL Additional File indicating) that
such Mortgage Loan is in forbearance, and if such Mortgage Loan is reported in such CREFC® Schedule AL File as “current”
during the applicable forbearance period, the Master Servicer shall include a contemporary explanatory note in the related Schedule AL
Additional File to reflect that the related Mortgagor is in compliance with such forbearance agreement or similar agreement.


In addition, the Master Servicer
(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,
shall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with respect to any Outside
Serviced Mortgage Loan:


(i)                
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect
to the calendar quarter ending March 31, 2023, a CREFC® Operating Statement Analysis Report (but only to the extent the
related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however,
that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the
then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide
that such analysis or report with respect to the first calendar quarter (in each year) is not required for a




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Mortgaged Property unless such Mortgaged
Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List).
The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO
Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means
the CREFC® Operating Statement Analysis Report upon request; and


(ii)             
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to
the calendar year ending December 31, 2022, a CREFC® NOI Adjustment Worksheet (but only to the extent the related
Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such
information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers
used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Master Servicer (with
respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,
shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC® NOI Adjustment
Worksheet upon request.


With respect to a CREFC Operating Statement
Analysis Report related to a Serviced Loan secured by a portfolio of Mortgaged Properties, such report may be prepared on a consolidated
basis with respect to such portfolio of Mortgaged Properties. The Special Servicer shall deliver to the Master Servicer each CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet prepared by the Special Servicer under this Section
4.02. Notwithstanding anything to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor,
the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and
REO Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC
files, reports and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance with)
the Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations of the
Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with an Investor
Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
most recently performed by




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the Master Servicer with respect to any Mortgage
Loan or Serviced Whole Loan and delivered to the Certificate Administrator.


Upon request (and in any
event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection
Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the related
Other Securitization Trust on its behalf (as to the related Whole Loan Custodial Account) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider
a statement, setting forth the status of the Collection Account and each Whole Loan Custodial Account as of the close of business on such
Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be made by
the Master Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer, specifying
the nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or, in the case of the
first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of deposits into
and withdrawals from the Collection Account and each Whole Loan Custodial Account for each category of deposit specified in Section 3.05(a)
of this Agreement and each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also
deliver to the Certificate Administrator and (solely as to a Serviced Whole Loan) the related Serviced Companion Loan Holder, upon reasonable
request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage
Loans or Serviced Whole Loans in the possession of the Master Servicer (which information shall be based upon reports delivered to the
Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master Servicer
reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


The obligation of the Master
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having received
from the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer necessary or
required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible for the accuracy
or content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement
and accepted by the Master Servicer in good faith pursuant to this Agreement.


The obligation of the Special
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having received
from the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer necessary or
required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible for the accuracy
or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant to this Agreement
and accepted by the Special Servicer in good faith pursuant to this Agreement.




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With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under
the applicable Outside Servicing Agreement.


(c)              
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®
Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver to the Certificate
Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the possession
of the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside
Serviced Mortgage Loan).


The Special Servicer shall
cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably
requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under this
Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside Serviced Mortgage
Loan).


The Master Servicer may make
available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The Master
Servicer may make information concerning the Mortgage Loans or Serviced Whole Loans available on any website that it has established.


With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent
received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with
reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related
Outside Servicing Agreement.


Upon the reasonable request
of (i) any Certificateholder, Certificate Owner or Uncertificated Interest Owner that has delivered an appropriate Investor Certification
or (ii) any other Privileged Person so identified by a Certificate Owner, an Uncertificated Interest Owner or an Underwriter, the Master
Servicer shall provide (or forward electronically) at the expense of such Privileged Person, Certificateholder, Certificate Owner or Uncertificated
Interest Owner, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master
Servicer; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an
Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party; and provided, further, that no Certificateholders,
Certificate Owners or Uncertificated Interest Owner shall be given access to or be provided copies of, any Mortgage Files or Diligence
Files except, solely with respect to Mortgage Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection
with




    	 	- 353 -	 



     


    

such request, the Master Servicer may require
(1) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that (a) such Person will keep such information confidential and will use such information only for
the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder, Certificate Owner or Uncertificated
Interest Owner may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate Owner and
is not an Uncertificated Interest Owner, such Person is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable
costs and expenses of providing copies of such reports or information (which amounts in any event are not reimbursable as Additional Trust
Fund Expenses), except that, other than for extraordinary or duplicate requests, any Directing Holder or Consulting Party (other than
the holder of a Serviced Companion Loan held outside the Trust or its representative) will be entitled to reports and information free
of charge. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available
to any Certificateholders, any Certificate Owners or any Uncertificated Interest Owner 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 (provided that the Special
Servicer shall provide a summary of each Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)).
If the Certificate Administrator receives any Asset Status Report or any Final Asset Status Report, the Certificate Administrator shall
not provide any such Asset Status Report or any Final Asset Status Report to any Certificateholder, any Certificate Owner or any Uncertificated
Interest Owner and shall not post any such Asset Status Report or any Final Asset Status Report to the Certificate Administrator’s
Website. As an alternative to providing copies of any information as contemplated by this paragraph, the Master Servicer may, consistent
with the terms above and the other terms of this Agreement, provide access to such information on its website at no expense to the requesting
party.


(d)              
The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the
Collection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”
and delivered by wire transfer pursuant to instructions provided by CREFC® to the Master Servicer.


(e)              
Upon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that,
in either case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified
to the Master Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially
Serviced Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or
Special Servicer, shall provide or make available (or forward electronically) to the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable, (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not
accessible to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s




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Website because the Controlling Class Representative
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to another
Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling Class Mortgage Loan with respect to which the
Controlling Class Representative or such Controlling Class Certificateholder, as applicable, 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 Controlling Class Representative or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master
Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Controlling Class Representative or
a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit M-1C
that such Controlling Class Representative or Controlling Class Certificateholder is not an Excluded Controlling Class Holder
with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(e)
shall include any applicable Excluded Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


(f)               
For the purposes of obtaining information and notices (including access to information and notices on the Certificate Administrator’s
Website) pursuant to this Section 4.02, in the case of a Whole Loan with a related Directing Holder or Consulting Party (other
than the Controlling Class Certificateholder and other than a Risk Retention Consultation Party), such Directing Holder or Consulting
Party, as applicable, shall also be required to certify in the applicable Investor Certification whether it is or is not a borrower party,
borrower restricted party, restricted holder or any other analogous concept applicable to such party under the related Co-Lender Agreement,
and references to “Borrower Party” shall also be deemed to refer to a “borrower party”, “borrower restricted
party”, “restricted holder” or any other analogous concept under the related Co-Lender Agreement.


 


Section 4.03          
Compliance With Withholding Requirements.


(a)              
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders and the Uncertificated VRR Interest Owner of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders and/or the Uncertificated VRR Interest
Owner shall not be required for any such withholding. In the event the Paying Agent or its agent withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or the Uncertificated VRR Interest Owner pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder or such Uncertificated VRR Interest
Owner. Any amount so withheld shall be treated as having been distributed to such Certificateholder or such Uncertificated VRR Interest
Owner for all purposes of this Agreement.




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(b)              
 Each Certificate Owner, Certificateholder and Uncertificated VRR Interest Owner, by the purchase of a Certificate or the Combined
VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates and the Combined VRR Interest
will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner,
each such Certificateholder and each such Uncertificated VRR Interest Owner further agrees, upon request, to provide any certifications
that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates
may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made
under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were
to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver
to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Code
and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including
as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee
or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied
with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes,
“FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including
any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition
to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code
Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.


Section 4.04          
REMIC Compliance.


(a)              
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to
qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator
shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall
on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and
file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year for
each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make
an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December 31,
2022, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders
(other than the Holders of the Class S Certificates), the Uncertificated Interest Owners and the IRS and applicable




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state and local tax authorities all information
reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if the filing or distribution
of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is
then required by the REMIC Provisions in order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code,
prepare, sign and file or distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons
when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification
number for the Upper-Tier REMIC, the Lower-Tier REMIC and the Loan REMIC on IRS Form SS-4, and, within thirty days of
the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the
name, title and address of the Person that the holders of the Certificates and the Uncertificated Interest Owners may contact for tax
information relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose;
and the Trustee shall execute as needed the related IRS Form SS-4 and IRS Form 8811), together with such additional information as may
be required by such IRS Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the Certificate
Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary
to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained
on a calendar year and on an accrual basis. 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.


The Certificate Administrator
shall be the “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent
such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections allowed under the Code (i) to
avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust
REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any holder of any residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R
Certificates, by acceptance thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership
representative” of each Trust REMIC that can be designated under the Code.


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties if, in
taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may be) would
cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement).


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take any action
that the




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Certificate Administrator in good faith believes
to be inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be deemed in violation of this
paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and the Certificate Administrator
shall have no responsibility or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable
the Certificate Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in
any action contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator
shall (i) not allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a),
unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s
expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other
than a tax at the corporate tax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail to qualify as
a REMIC for federal income tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any
income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not
permit the creation of any “interests,” within the meaning of the REMIC Provisions, (A) in the Upper-Tier REMIC other
than the Regular Certificates, the Uncertificated VRR Interest and the Upper-Tier Residual Interest, or (B) in the Lower-Tier
REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest or (C) in the Loan REMIC other than the
Loan REMIC Regular Interest and the Loan REMIC Residual Interest. None of the Trustee, the Master Servicer, the Special Servicer or the
Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04.
The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying
any information within the Depositor’s, the Master Servicer’s or the Special Servicer’s control (other than any confidential
information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.


(b)              
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates and the Uncertificated VRR Interest:
(i) each Mortgage Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received
on their Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption;
(ii) none of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right
described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan
is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


Section 4.05         
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect
to the Regular Certificates, the Uncertificated VRR Interest and the Class R Certificates; provided that any taxes imposed
on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local
jurisdiction shall instead be treated




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as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to time shall
withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably
determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special
Servicer the excess determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay
such taxes); provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve
shall be retained from Aggregate Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except
as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained
from the Distribution Account in determining the amount of Aggregate Available Funds sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator
from contesting, at the expense of the Trust Fund, 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 or cause to
be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited transaction”
under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the Startup Day that is subject
to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay such tax (and return the balance
thereof, if any, to the related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator
shall retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of
the related residual interest and shall distribute such retained amounts to the Holders of Non-Vertically Retained Regular Certificates
in respect of such Certificates, to the Holders of the Class VRR Certificates in respect of such Certificates and the Uncertificated VRR
Interest Owner in respect of the Uncertificated VRR Interest or to the Certificate Administrator in respect of the Lower-Tier Regular
Interests or the Loan REMIC Regular Interest, as applicable, until they are fully reimbursed and then to the Holders of the Class R
Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of
a representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both
cases, provided, further, that such breach, act or omission could result in liability under Section 6.03, in
the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of
the Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master
Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s,
the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall
not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the
Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the
breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than




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the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


Section 4.06          
Remittances; P&I Advances.


(a)              
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


(i)                
remit to the Certificate Administrator for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period relating
to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the close of business
on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted to the Certificate
Administrator);


(ii)             
remit to the Certificate Administrator for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Aggregate
Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e) of the definition
of “Aggregate Available Funds”);


(iii)           
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;


(iv)            
make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account,
in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any Outside Serviced Mortgage Loan,
any REO Mortgage Loan and any Mortgage Loan related to a Whole Loan, but not a Companion Loan) to the extent such amounts were not received
by the Master Servicer on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period)
in the same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage Loan
as of the close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that the portion
of any such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan shall
not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and the portion of such P&I
Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the Trustee/Certificate Administrator Fee,
to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection Account or the applicable
Whole Loan Custodial Account, as applicable, for payment to such party;




    	 	- 360 -	 



     


    

(v)              
 remit to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for
the related Distribution Date out of the amounts from which it is payable;


(vi)            
remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by
the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date
and not previously so remitted to the Certificate Administrator), if any; and


(vii)         
remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


Neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield Maintenance
Charges, or delinquent Monthly Payments on the Companion Loans or any REO Companion Loans. The amount required to be advanced in respect
of delinquent payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the
amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect
to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan
as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and the denominator of which is the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect
the principal portion of any P&I Advances.


Any amount advanced by the
Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this
Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have
no obligation to make any P&I Advance.


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance
Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m., New
York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made on the
related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall
notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the Lower-Tier
REMIC Distribution Account, in immediately available funds an amount equal to the P&I Advances otherwise required to have been made
by the Master Servicer.


Neither the Master Servicer
nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is otherwise
required




    	 	- 361 -	 



     


    

to be made by this Section 4.06
if the Master Servicer or the Trustee, as applicable, or the Special Servicer determines that such Advance will be a Nonrecoverable Advance.
The determination by any Person with an obligation hereunder to make P&I Advances that it has made (or in the case of a determination
by the Special Servicer, that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special
Servicer, the Master Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall
be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard
or (ii) in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate
as set forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


(A)            
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Whole Loan as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (among other things) the timing of recoveries;


(B)             
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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market value
estimates or other information for such purposes;


(C)             
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is an applicable
Consulting Party, notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the Trustee;


(D)            
although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have
no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made)
by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance constitutes
or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed




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to limit the Special Servicer’s
right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously made Advance is,
a Nonrecoverable Advance, as described in this Section 4.06;


(E)             
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06
with respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee;


(F)             
the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


(G)            
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make a
P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable
Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless the Trustee, in
its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes a determination prior to the
times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


(H)            
the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer
the Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required
to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance,
and if the Special Servicer determines that such P&I Advance is a Nonrecoverable P&I Advance, such determination shall be conclusive
and binding on the Master Servicer and the Trustee, and the Master Servicer and the Trustee shall be entitled to conclusively rely on
such determination; and


(I)               
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer
that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by the
Special Servicer that any P&I Advance would be recoverable.




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The Master Servicer or the
Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to the extent
permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer hereby covenants
and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted by applicable
law and the related Mortgage Loan.


Within 2 Business Days of
making a P&I Advance on any Mortgage Loan that is part of a Whole Loan, the Master Servicer or the Trustee, as applicable, shall provide
written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Whole Loan, the related Other
Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced Companion Loan, if
any, or (ii) if such Mortgage Loan is part of an Outside Serviced Whole Loan, the related Outside Servicer, Outside Special Servicer
and Outside Trustee of the related Outside Securitization Trust.


With respect to P&I Advances
and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal reduction
amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the terms of the applicable
Outside Servicing Agreement.


(b)              
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan
(or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Trustee
(unless it is the Person making the determination), any applicable Directing Holder, the holder of any related Pari Passu Companion Loan
or its Companion Loan Holder Representative (in the case of a Pari Passu Whole Loan), the Master Servicer (unless it is the Person making
the determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination,
the Depositor, setting forth the basis for such determination, together with any other information that supports such determination together
with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received new
information, either of which has a material effect on the value and shall have been conducted in accordance with the standards of the
Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor
operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or
in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have
obtained and that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect
to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.




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(c)              
 With respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has been made
on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside Serviced Mortgage Loan independently
of any determination made by the applicable Outside Servicer, the applicable Outside Special Servicer or the Outside Trustee, as the case
may be, under the applicable Outside Servicing Agreement in respect of the related Outside Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to an Outside Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to an Outside Serviced Mortgage Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Outside
Servicer and Outside Special Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Outside Servicer or the related Outside Special Servicer, as the case
may be, that either has determined, or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement
with respect to an Outside Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is
similar to a P&I Advance would be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I
Advance is, a nonrecoverable advance, then the Master Servicer, the Special 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 Outside 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 Outside 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 Outside Serviced Mortgage Loan would
not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Outside Servicer or the
related Outside 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. Any non-recoverability determination by the Master
Servicer or the Special Servicer pursuant to this Section 4.06 with respect to the recoverability of P&I Advances shall be conclusive
and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee.


(d)              
If the Trustee, the Master Servicer or the Special Servicer has received written notice from Fitch, S&P or KBRA to the effect
that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification or withdrawal
of any rating then assigned by Fitch, S&P or KBRA, as applicable, to any Class of Certificates and citing servicing concerns
with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and such notice is
not rescinded within 60 days, then the Trustee, the Master




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Servicer or the Special Servicer, as
applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly
notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


(e)              
For the avoidance of doubt, if a Mortgage Loan is subject to a forbearance agreement, standstill agreement or similar agreement
that provides for a temporary deferral or similar temporary accommodation with respect to all or a portion of the related Monthly Payments,
the Master Servicer shall make P&I Advances for such Mortgage Loan based on the terms of the related Loan Documents in effect immediately
prior to the date of such forbearance or similar agreement, subject to any non-recoverability determination with respect to such Mortgage
Loan.


 


Section 4.07          
Grantor Trust Reporting.


(a)              
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor
Trust.


(b)              
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates or the Uncertificated VRR Interest, and
shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause
to be timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished
to the Holders of the respective Classes of the Grantor Trust Certificates and the Uncertificated VRR Interest Owner, their allocable
share of income and expense with respect to the VRR Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and proceeds
thereof as such amounts are received or accrue, as applicable.


(c)              
(i)The Grantor Trust will be a WHFIT that is a WHMT at any time any portion of the Combined VRR Interest or a Class S Certificate
is held by a “middleman” as defined by the WHFIT Regulations. The Certificate Administrator is hereby directed to assume that
the Grantor Trust is not a WHIFT until it has actual knowledge, or has received further notice from the Depositor, that any portion of
the Combined VRR Interest or a Class S Certificate is held by a “middleman”. The Certificate Administrator shall report as
required under the WHFIT Regulations or other Treasury Regulations applicable to grantor trusts to the extent such information as is reasonably
necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate
Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS
makes a determination that is contrary to the first sentence of this paragraph.




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(ii)             
 The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall make available
(via the Certificate Administrator’s Website) WHFIT information to Certificateholders and the Uncertificated VRR Interest Owner
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or
updated information to any Certificateholder or Uncertificated VRR Interest Owner, unless requested by such Certificateholder or such
Uncertificated VRR Interest Owner.


(iii)           
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession
being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT,
by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with
information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the
Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


(d)              
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published
will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP Number information.


(e)              
Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will not be any VRR Specific Grantor Trust
Assets or Class S Specific Grantor Trust Assets, and no Excess Interest Distribution Account will be established. Accordingly, there will
not be a Grantor Trust and all references in this Agreement to “Grantor Trust” shall be disregarded..


Section 4.08          
Calculations.


Provided that the Certificate
Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate
Administrator shall be responsible for performing all calculations necessary in connection with the actual and




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deemed distributions to be made pursuant to
Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a) and the actual and
deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator shall calculate the
Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate Principal Distribution Amount, the Interest Distribution
Amounts, the VRR Interest Distribution Amount and the VRR Realized Loss Interest Distribution Amount for each Distribution Date and shall
allocate such amounts among Certificateholders and the Uncertificated VRR Interest Owner in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute, recalculate or otherwise verify any
loan-level information provided to it by the Master Servicer. The calculations by the Certificate Administrator contemplated by this
Section 4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes hereunder.


Section 4.09         
Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate
Administrator shall create a Secure Data Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’
Diligence File Certifications and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which
the Depositor has received a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to
the Certificate Administrator (but solely with respect to any Diligence File(s) received by the Depositor as to which it has received
the related Mortgage Loan Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans
that have been uploaded by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor
may deliver any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such
Mortgage Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File 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 KK hereto (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders or the Uncertificated VRR Interest
Owner 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 to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor
with respect to each Mortgage Loan Seller.


(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 is posted
in error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate Administrator shall not have
any obligation to produce




    	 	- 368 -	 



     


    

physical or electronic copies of any
document 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 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 documents 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 Special Servicer may (but shall not be obligated to) 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.


Article
V



THE CERTIFICATES


Section 5.01         
The Certificates. (a) The Certificates consist 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 A-S Certificates, the Class B Certificates,
the Class C Certificates, the Class X-D Certificates, the Class X-E Certificates, the Class D Certificates, the Class E
Certificates, the Class F-RR Certificates, the Class G-RR Certificates, the Class J-RR Certificates, the Class K-RR Certificates,
the Class VRR Certificates (if any Person retains credit risk retention in accordance with Regulation RR in the form of a certificated
“eligible vertical interest” (as defined in Regulation RR)), the Class R Certificates and, if the Trust Fund includes
one or more ARD Mortgage Loans on the Closing Date, the Class S Certificates.


Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-21, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced




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by their execution thereof. The Public Certificates
(other than the Class X-A Certificates) shall be issued in minimum denominations of $10,000 and integral multiples of $1 in excess
thereof. The Private Certificates (other than the Class X-D, Class X-E, Class S and Class R Certificates) shall be issued
in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-D and Class
X-E Certificates shall be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not
less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Balance or initial Notional Amount,
as applicable, of any Class of Certificates (exclusive of the Class VRR, Class S and Class R Certificates) does not equal an integral
multiple of $1, then a single Certificate of such Class may be issued in a minimum denomination of authorized initial principal balance
or initial notional amount, as applicable, that includes the excess of (i) the initial Certificate Balance or initial Notional Amount,
as applicable, of such Class over (ii) the largest integral multiple of $1 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 thereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


(b)              
One authorized signatory shall sign the Certificates for the Certificate Administrator 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 Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate
Administrator (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.


(a)              
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Global 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.


(b)              
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such 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




    	 	- 370 -	 



     


    

Holder thereof, for distribution to the
related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


(c)              
No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then:


(i)                
The Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates (in each case during
the applicable RR Interest Transfer Restriction Period), the Class S Certificates and the Class R Certificates) sold in offshore
transactions in reliance on Regulation S under the Act shall initially be represented by a temporary global certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private 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 Global Certificate may be held
only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation
S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates
(a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the
procedures set forth in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a
beneficial interest in a Temporary Regulation S Global 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 Global Certificate shall not be made to the holders of such beneficial
interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global 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 Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting
the exchanges contemplated by the preceding paragraph. Computershare Trust




    	 	- 371 -	 



     


    

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 Certificate Administrator (or, if the same entity is acting as both the Authenticating Agent and the Certificate
Administrator and such entity is being removed from both capacities, a successor Certificate Administrator) shall appoint a successor
authenticating agent, which may be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09
of this Agreement.


(ii)             
The Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set
forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), 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 Global 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.


(iii)           
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (in each case during the applicable
RR Interest Transfer Restriction Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, in each case 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.


(d)              
Owners of beneficial interests in Global 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 Global Certificates of such Class or ceases to
be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days
of such notice; (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 Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate,
all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however, that
under no circumstances will certificated Private




    	 	- 372 -	 



     


    

Certificates be issued to beneficial
owners of a Temporary Regulation S Global 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 Global Certificates and upon surrender by the Depository
of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter
the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


(e)              
If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject
to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of
Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange
or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such
Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in
the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor
or upon transfer thereof.


(f)               
During the applicable RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive
Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and the related Retaining Party’s interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Risk Retention
Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of the Depositor (except
in the case of the HRR Interest), the Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication
procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established
by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and into
which each Risk Retention Certificate 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 Interest Safekeeping Account
for each related Retaining Party. Each Risk Retention Certificate to be delivered in physical form to the Certificate Administrator shall
be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Risk




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Retention Certificate in connection with
the initial issuance thereof and, for so long as the Risk Retention Certificates are held in the Retained Interest Safekeeping Account
by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article V of any
Risk Retention Certificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt in the form set forth
in Exhibit MM. No amounts distributable with respect to any Risk Retention Certificate shall be remitted to the Retained Interest
Safekeeping Account, but instead shall be remitted directly to the applicable Retaining Party in accordance with written instructions
provided separately on the Closing Date (and any updates to such written instructions provided from time to time) by such Retaining Party
to the Certificate Administrator. Under no circumstances by virtue of safekeeping any Risk Retention Certificate shall the Certificate
Administrator be obligated to bring legal action or institute proceedings against any Person on behalf of any Retaining Party. During
the applicable RR Interest Transfer Restriction Period and for such longer time as the related Retaining Party may request, the Certificate
Administrator shall hold each individual Risk Retention Certificate at the below location, or any other location; provided the
Certificate Administrator has given notice to the Depositor, the Retaining Sponsor and each Retaining Party of such new location:


Computershare Trust Company, National Association

Attn: Security Control and Transfer (SCAT)

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


The Certificate Administrator shall make available
to each related Retaining Party its account information as mutually agreed upon by the Certificate Administrator and each respective Retaining
Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate
shall be subject to this Article V. During the applicable RR Interest Transfer Restriction Period, unless the Retaining Sponsor
and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal
purposes), and shall not itself provide to any Person copies of, any executed Risk Retention Certificate held by it in the Retained Interest
Safekeeping Account.


After the release of any
Credit Risk Retention Certificates pursuant to this Section Article V, the Certificate Administrator shall have no liability or
obligation with respect to the safekeeping of such released Credit Risk Retention Certificates, provided that such Credit Risk Retention
Certificates were held and released in accordance with the terms of this Agreement


 


(g)              
To the extent that the aggregate principal amount of the Combined VRR Interest or the aggregate value of the HRR Interest is in
excess of the amount or percentage of risk retention required pursuant to Regulation RR, such excess portion of the Combined VRR Interest
or the HRR Interest, as applicable, shall nevertheless be deemed to be subject to the requirements of Regulation RR and any Risk Retention
Certificates or Uncertificated Interests evidencing or constituting such excess portion of the Combined VRR Interest or the HRR Interest
shall be subject to all of the provisions in this Agreement applicable to the Combined VRR Interest or the HRR Interest, as applicable,
including, without limitation, the provisions of this Article V.



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Section 5.03                       Registration
of Transfer and Exchange of Certificates.


(a)              
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator 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.


(b)              
The Certificate Administrator shall keep or cause to be kept at its principal offices 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 the Uncertificated Interests and of transfers and exchanges of Certificates and the Uncertificated Interest 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 Private Certificates represented by a Temporary Regulation S Global Certificate,
a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of
transfer, (ii) registering transfers and pledges of the Uncertificated Interests and (iii) transmitting to the Depositor, the Master
Servicer and the Special Servicer any notices from the Certificateholders and the Uncertificated Interest Owners. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates as Definitive
Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


(c)              
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global 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 Global Certificate for an interest in the Temporary Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 E to this
Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate
Registrar shall instruct the




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Depository to reduce, or cause to be
reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
Global 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 Global Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being
exchanged or transferred.


(d)              
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global 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 Global Certificate for an interest in the Regulation S Global Certificate of the
same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery
thereof in the form of an interest in a Regulation S Global 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 Global Certificate. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 Global Certificate in an amount equal to the beneficial interest in
the Rule 144A Global 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 F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of
the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.


(e)              
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a
holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate
Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof
in the form of an




    	 	- 376 -	 



     


    

interest in the Rule 144A Global
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 Global Certificate of the
same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement,
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 Global Certificate equal to the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation S Global Certificate)
for an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G
to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is
a Qualified Institutional Buyer 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 Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance
of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate
or Regulation S Global 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 Global Certificate or Regulation S Global Certificate that is being transferred.


(f)               
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
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 H to this Agreement from the holder of a beneficial interest in such Temporary Regulation
S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same
Class of Private Certificates. 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 Global Certificate, representing the aggregate
Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation
S Global 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




    	 	- 377 -	 



     


    

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 Global Certificate. Upon any exchange of interests in the Temporary
Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and
shall endorse the Regulation S Global 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 Global Certificate, and the Certificates evidenced thereby, shall in
all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate
authenticated and delivered hereunder.


(g)              
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private
Certificate (other than any Risk Retention Certificate during the applicable RR Interest Transfer Restriction Period, a Class S Certificate
or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a
Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled
to take delivery thereof in the form of an interest in a Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.11 of this Agreement, 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 Global 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 I to this Agreement (in the event that the applicable Global Certificate
is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable
Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that
the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel,
or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator
to 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 Global 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 institution specified in such instructions a beneficial interest in the applicable Global 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 e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the




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Certificate Registrar shall execute any
instrument as may be reasonably required by the Depository to effect such exchange.


(h)              
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A
Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof
in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor substantially
in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the proposed transferee
substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate Registrar,
an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under
the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring
to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be
an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee or the Certificate Registrar in their respective capacities as such).


(i)                
Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if
a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) transfers on the Closing Date pursuant to
a Mortgage Loan Purchase Agreement, of Class VRR Certificates and (2) the transfer to the Third Party Purchaser on the Closing Date of
the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective
Transferee substantially in the form attached hereto as Exhibit L-5B (in the case of a transfer of Class VRR Certificates) or Exhibit
L-5C (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned
by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of a transfer
of the Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of the applicable Retaining
Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto
as Exhibit L-6B (in the case of a transfer of Class VRR Certificates) or Exhibit L-6C (in the case of a transfer of
Certificates constituting the HRR Interest) which such certification must (x) be countersigned by the applicable Retaining Party (if different
than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of a transfer of the Certificates
constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of the applicable Retaining Party. Upon receipt
of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a),
Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such
Risk Retention Certificate in the name of the prospective




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Transferee. In no event shall a Risk
Retention Certificate be held as a Global Certificate during the applicable RR Interest Transfer Restriction Period.


(j)                
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise
set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures
as may from time to time be adopted by the Certificate Registrar.


(k)              
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers
of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of clause (e) above.


(l)                
If Private 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 Private 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, Rule 144 or Regulation S
under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


(m)            
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)              
No Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Uncertificated VRR Interest,
Class S Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that
is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions
of ERISA or Code Section 4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets
of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42)
of ERISA, or Similar Law (as defined below), an insurance company that is using the assets of separate accounts or general accounts which
include Plan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets
of a Plan (each, a “Plan Investor”) to purchase such Certificate or Uncertificated Interest. In addition, no ERISA
Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will
be a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire
or hold such ERISA Restricted Certificate




    	 	- 380 -	 



     


    

or interest therein is an “insurance
company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE
95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Class VRR Certificate (regardless of whether it is an ERISA
Restricted Certificate), Uncertificated Interest, Class S Certificate or Class R Certificate or interest therein may be purchased
by or transferred to any prospective purchaser or transferee that is or will be 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 fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on
behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein unless, in the case of an ERISA
Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not constitute or otherwise
result in a non-exempt violation of Similar Law. Except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate,
a Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), a Class S Certificate or a Class R Certificate
in the form of a Non-Book Entry Certificate or any Uncertificated Interest shall deliver to the transferor, the Depositor, the Certificate
Registrar, the Certificate Administrator and the Trustee representation letters, substantially in the form of Exhibit L-3
and, except in the case of an Uncertificated Interest, Exhibit L-4 to this Agreement. Each beneficial owner of a Certificate
(other than a Class S or Class R Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition
or holding of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor, (ii) except in the case
of an ERISA Restricted Certificate or a Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), it has acquired
and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to
the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by a rating agency that meets the requirements of the Underwriter Exemption and that such Certificate
is so rated and that it is an Institutional Accredited Investor or (iii) except in the case of a Class VRR Certificate (unless it is being
sold or transferred through BMO Capital Markets Corp., Citigroup Global Markets Inc. or UBS Securities LLC), (1) it is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial
owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed to have
represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition
of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar
Law. 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.


(o)              
(i) The Depositor hereby directs the Certificate Administrator to register the Uncertificated VRR Interest, upon issuance, in the
Certificate Register in the name of




    	 	- 381 -	 



     


    

the Initial Uncertificated VRR Interest
Owner. No Person shall be permitted to own, directly or indirectly, any interest in an Uncertificated Interest other than (i) the Initial
Uncertificated Interest Owner of such Uncertificated Interest or one of its Majority Owned Affiliates that is not a Non-Exempt Person
or (ii) a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to the applicable Uncertificated
Interest Owner or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted
Lender in a repurchase transaction, the applicable Initial Uncertificated Interest Owner or such Majority-Owned Affiliate of the applicable
Initial Uncertificated Interest Owner may transfer its interest in such Uncertificated Interest to the Permitted Lender so long as the
applicable Initial Uncertificated Interest Owner or such Majority-Owned Affiliate is obligated to repurchase such interest in such Uncertificated
Interest pursuant to the terms of the related financing documents. An Uncertificated Interest Owner, if it wishes to transfer its Uncertificated
Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated Interest Owner. The
Certificate Administrator shall register the ownership of each Uncertificated Interest on the Certificate Register. Any transfer of an
Uncertificated Interest (including to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under
applicable law unless all of the following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor
of such Uncertificated Interest assigns, and the transferee of such Uncertificated Interest assumes, all rights and obligations in connection
with such Uncertificated Interest under this Agreement; (ii) the transferor of such Uncertificated Interest has executed and delivered
to the Certificate Administrator a certification in the form of Exhibit L-6A (in the case of a transfer of the Uncertificated VRR
Interest) hereto, which certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor),
the Retaining Sponsor and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party; and (iii) the transferee
of such Uncertificated Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit
L-5A (in the case of a transfer of the Uncertificated VRR Interest) which certification must (x) be countersigned by the applicable
Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining Party and (z) include
wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement to the contrary, no Person
shall have any rights hereunder with respect to an Uncertificated Interest unless (i) such Person is the applicable Initial Uncertificated
Interest Owner, or (ii) in the case of any Majority Owned Affiliate of such Initial Uncertificated Interest Owner, such Person is identified
in writing to the Certificate Administrator as being the applicable Uncertificated Interest Owner, or (iii) in the case of any subsequent
transferee, such Person is identified as being the applicable Uncertificated Interest Owner on the ownership registry. The Certificate
Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat an Uncertificated Interest Owner
(in the case of any subsequent Uncertificated Interest Owner, as recorded on such ownership registry) as the owner in fact of the applicable
Uncertificated Interest for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Uncertificated
Interest on the part of any other Person. Any transfer of an interest in an Uncertificated Interest that is not in compliance with this
Section 5.03(o)(i) or Section 5.03(n) shall be null and void ab initio to the extent permitted under applicable law.




    	 	- 382 -	 



     


    

(ii)             
 Each Initial Uncertificated Interest Owner and any subsequent Uncertificated Interest Owner shall be deemed by virtue of its acceptance
of an Uncertificated Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is
not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
the Agreement, each Uncertificated Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate
Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable
law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect
of the foregoing, (a) if an Uncertificated Interest Owner is created or organized under the laws of the United States, any state
thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator
an Internal Revenue Service Form W-9 and (b) if an Uncertificated Interest Owner is not created or organized under the laws of the
United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated
for United States income tax purposes as derived in whole or part from sources within the United States, such Uncertificated Interest
Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service
Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Uncertificated Interest Owner, as evidence of such Uncertificated Interest Owner’s exemption from
the withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder
to an Uncertificated Interest Owner in respect of an Uncertificated Interest or otherwise until such Uncertificated Interest Owner shall
have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(o)(ii).


 


(p)              
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




    	 	- 383 -	 



     


    

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, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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 (or, solely in connection with the initial issuance of such Residual Ownership
Interest, a certification) in substantially the form attached as Exhibit L-1 to this Agreement (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 (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 comply with the provisions of this Section 5.03(p) and (y) other
than in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial
Purchaser in connection with the initial offering of the Certificates, require a statement from the proposed transferor substantially
in the form attached as Exhibit L-2A to this Agreement (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 the preceding clauses (x)(B)(1) or (3) are false.


(iii)           
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(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




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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 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate
Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such
agent such information necessary to the application of Code Section 860E(e) 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, such
Persons shall in no event be excused from furnishing such information.


(iv)            
The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


(v)              
The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


(q)              
Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V 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.


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, the Trustee and the Certificate Administrator such security or indemnity as
may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall direct the Certificate Administrator to 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 Fund.
In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar and the Certificate
Administrator 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 Fund, 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 Operating Advisor, the Trustee, the Certificate Administrator
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
neither the Master Servicer, the Special




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Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to this Agreement responsible for distributing any report, statement
or other information required to be distributed to Certificateholders has been provided an Investor Certification, such party to this
Agreement shall distribute such report, statement or other information to such Certificate Owner (or prospective transferee) under the
same circumstances, and subject to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


Section 5.06          
Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a
paying agent for the purpose of making distributions to Certificateholders and the Uncertificated Interest Owners pursuant to Section 4.01
of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master
Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material
respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator that
such Paying Agent will hold all sums held by it for the payment to Certificateholders and the Uncertificated Interest Owners in trust
for the benefit of the Certificateholders and the Uncertificated Interest Owners entitled thereto until such sums have been paid to the
Certificateholders and the Uncertificated Interest Owners or disposed of as otherwise provided herein. The initial Paying Agent shall
be the Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at
least (i) “BBB+” by S&P and (ii) “BBB+” from Fitch, or shall be, in the case of any Rating Agency’s
requirement set forth in this sentence, otherwise acceptable to each Rating Agency as evidenced by a Rating Agency Confirmation.


Section 5.07          
Access to 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 or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information to
the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration Group –
BMO 2022-C3 with a copy to: trustadministrationgroup@wellsfargo.com (i) requests in writing from the Certificate Registrar a list
of the names and addresses of Certificateholders, (ii) states that such Certifying Certificateholder desires to communicate with
other Certificateholders and Certificate Owners with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten
(10) Business Days after the receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder
(at such Certifying Certificateholder’s sole cost and expense) a list of the names and addresses of the Certificateholders as of
the most recent Record Date as they appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar shall not be held accountable by reason of




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the disclosure of any such information
as to the list of the Certificateholders 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)              
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(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.


(c)              
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) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a medallion stamp guaranteed letter from a broker-dealer, or another
document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator
shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Any Certificateholder or Certificate Owner will be responsible for its own expenses in
making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Any expenses the Certificate
Administrator incurs in connection with any request to communicate will be paid by the Trust.


Section 5.08          
Actions of Certificateholders.


(a)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or
taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Certificate Administrator and, when




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required, to the Depositor, the Master
Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer
and the Master Servicer, if made in the manner provided in this Section.


(b)              
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


(c)              
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything
done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer
in reliance thereon, whether or not notation of such action is made upon such Certificate.


(d)              
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


Section 5.09          
Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates.
The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under the laws of the
United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor,
having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision
or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent and the
Certificate Administrator hereby accepts such appointment.


Any entity into which the
Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion
or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating
Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate
Administrator or the Authenticating Agent.


The Authenticating Agent
may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and
the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice
of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in
case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,
the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and
shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent 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 Authenticating Agent herein. No




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successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 5.09.


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation
paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating
Agent 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 the Authenticating Agent.


Section 5.10          
Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder
or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering
into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects
with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian.
The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof
against the Custodian for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders
and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to
require such Custodian to act or refrain from acting. Each Custodian shall: (i) except in the case of the initial Custodian, be a depository
institution subject to supervision by federal or state authority; (ii) have a combined capital and surplus of at least $15,000,000; (iii)
except in the case of the initial Custodian, have a long term unsecured debt rating of at least “BBB” from Fitch; and (iv)
be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided
in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate
Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times
that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate
Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with
this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage
afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy
or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations
hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with
the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this
Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have
provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting
the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate




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Administrator shall remain responsible for
all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


Section 5.11          
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 Uncertificated Interest Owners of any change in the location
of the Certificate Register or any such office or agency.


Section 5.12          
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 Global 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,
unless otherwise specifically contemplated herein for any particular matter, 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 Global
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
or Notional Amount, as applicable, 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.




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(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 5.12(a) above. The Certificate Administrator shall also include such notice
on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All
vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct
a new vote for the same proposition.


(d)              
Unless otherwise specifically provided herein, 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.


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


Section 6.01       
Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the Depositor (and any employee,
director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee,
director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or
reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses, which for the avoidance of doubt include
reasonable attorneys’ fees and expenses related to the enforcement of this indemnity) incurred by such parties (i) as a result
of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the
Operating Advisor or




    	 	- 391 -	 



     


    

the Asset Representations Reviewer, as the
case may be, or by reason of negligent disregard of such Person’s obligations or duties hereunder, or (ii) as a result of the
breach by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be,
of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer, and any member,
manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer and hold the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer and any member, manager, employee, director or
officer of either the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer
harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses)
incurred by such parties (i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of
duties of the Depositor or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result
of the breach by the Depositor of any of its representations or warranties contained herein.


Section 6.02         
Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited
liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business
in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement,
or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 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, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to
acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting
from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, and shall
be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under
applicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.



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Section 6.03                   Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the
Certificateholders, the Uncertificated VRR Interest Owner, the Companion Loan Holders or any other Person 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. However, none of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such
Person shall be protected against any liability which would otherwise be imposed by reason of (i) any breach of warranty or
representation by such respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on
the part of such respective party in the performance of its obligations and duties hereunder or by reason of negligent disregard on
the part of such respective party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely in good
faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any
matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by the Trust
Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Whole Loan Custodial Account if
and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided that, to the extent
that the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne by the holder of
a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Whole Loan
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use
amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid
from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including
reasonable legal fees and expenses, which for the avoidance of doubt include reasonable legal fees and expenses related to the
enforcement of this indemnity) incurred in connection with, or relating to, this Agreement, the Certificates or the
Uncertificated VRR Interest, other than any such loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including
any such legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the
performance of its obligations or duties hereunder or by reason of negligent disregard of its obligations or duties hereunder, in
each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach by such party of
any of its representations or warranties contained herein, (iii) specifically required to be borne by the party seeking
indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is
otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and in its opinion




    	 	- 393 -	 



     


    

does not expose it to any expense or liability
for which reimbursement is not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may prosecute
on behalf of the Trust or in the interests of the Certificateholders or the Uncertificated VRR Interest Owner any legal action related
to its duties under this Agreement under any circumstances; provided, however, that each of the Depositor, the Master Servicer
and the Special Servicer may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary
or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
and the Uncertificated VRR Interest Owner hereunder. In such event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable
Whole Loan Custodial Account if and to the extent with respect to a Serviced Whole Loan and then out of the Collection Account, provided
that to the extent that the amount relates to a Serviced Whole Loan, is required under the related Co-Lender Agreement to be borne
by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable
Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter
use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid
from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor
from the Collection Account or the applicable Whole Loan Custodial Account, as applicable, as provided in Section 3.06 and
Section 3.06A of this Agreement.


Each of the related Outside
Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of
general collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of an Outside Serviced Whole Loan as to which the securitization trust created under the applicable
Outside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the applicable Outside
Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related “Serviced Whole Loan
Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous term is defined in the applicable
Outside Servicing Agreement) are insufficient for reimbursement of such amounts).


Section 6.04         
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


(a)              
Each of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective
duties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator
(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)),
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Holders and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider; provided that, with respect to any of the Master Servicer or the Special Servicer: (i) the successor
accepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged
in the servicing of commercial mortgage loans, organized




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and doing business under the laws of
any state of the United States, the District of Columbia or the United States, authorized under such laws to perform the duties of a servicer
of mortgage loans or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02 of
this Agreement and, in the case of a Serviced Whole Loan, under the related Co-Lender Agreement and (B) shall execute and deliver
to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by the Master Servicer or the Special Servicer, as the case
may be, under this Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating
Agency Confirmation; (iii) the Master Servicer or the Special Servicer shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iv) the rate at which
the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the
rate then in effect; (v) for so long as no Control Termination Event has occurred and is continuing, the successor Special Servicer
is acceptable to the Controlling Class Representative (and, if a Serviced Outside Controlled Whole Loan is affected, the successor
Special Servicer is acceptable to the related Outside Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer,
as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies
in connection with such transfer; (vii) none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates
shall in any event be appointed as successor Master Servicer or Special Servicer; and (viii) none of the Third Party Purchaser or any
of its Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon acceptance of such assignment and
delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.


(b)              
Except as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master
Servicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination
that such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee receives
notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are no longer permissible
under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and
provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor in all respects
in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as the case
may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s
expense) to such effect delivered to the Trustee and the Certificate Administrator.


Except as provided in the
immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as contemplated herein shall become
effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer, Special
Servicer shall have assumed the Master Servicer’s or the Special




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Servicer’s, as applicable, responsibilities,
duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor, the Asset
Representations Reviewer nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer. If no successor
Master Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which the terminated Master
Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Master Servicer or Special Servicer
shall be payable out of the Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing,
the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special
Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master Servicer,
Special Servicer or Operating Advisor, as applicable.


If the Trustee or an Affiliate
acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee Rate
to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the
market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or
an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary
(in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of
this Section 6.04.


(c)              
The Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’
prior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties 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. Except as provided in Section 6.04(d), no such
resignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the resigning Operating
Advisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations of the Operating
Advisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have been entitled hereunder after
the date of assumption of such obligations. If no successor Operating Advisor can be obtained to perform such obligations for such compensation,
additional amounts payable to such successor Operating Advisor shall be payable out of the Trust; provided that, for so long as
no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative
prior to the appointment of a successor Operating Advisor at an operating advisor compensation in excess of that permitted to the terminated
Operating Advisor. If no successor Operating Advisor has been appointed and accepted such appointment within 60 days after the resigning
Operating Advisor’s giving of notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction
for appointment of a successor. The resigning Operating Advisor shall pay all costs and expenses associated with its resignation and the
transfer of its duties (including costs and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant
to this Section 6.04.




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(d)              
 In addition, in the event that, at any time following the end of the HRR Interest Transfer Restriction Period there are no Classes
of Non-Vertically Retained Certificates or Uncertificated Interests outstanding other than the Control Eligible Certificates, the Combined
VRR Interest and the Class R Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement 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 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). If the Operating Advisor is terminated pursuant to the foregoing sentence,
then no replacement Operating Advisor shall be appointed to act in such capacity.


Section 6.05         
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.
The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13
of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in
respect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to
the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the
obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of
the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its
most recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor or
supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Certificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of
the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee
to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer
and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its
designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection
Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the
Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor
or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer
nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or
the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee
or the Certificate Administrator under this Agreement or otherwise.


Each of the Trustee, the
Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and
information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master




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Servicer or the Special Servicer, as applicable,
in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance of doubt, this shall
not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder.


Neither the Master Servicer
nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


Section 6.06         
Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Certificate
Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate
thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate, the Master Servicer or
the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly
prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate
the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good
faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek
the approval of the Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and
the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies
the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate
of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders
(other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions
for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of
the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or
its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented in writing
to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written
notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement
from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred
pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted
to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


Section 6.07          
Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not
limited to, surveillance fees.


Section 6.08          
Termination of the Special Servicer.


(a)              
(i)With respect to any Serviced Loan or Serviced Whole Loan, the applicable Directing Holder shall be entitled to terminate
the rights (subject to Section 3.12,




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Section 6.03, Section 6.08(b)
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced
Loan or Serviced Whole Loan, as applicable, with or without cause, upon ten (10) Business Days’ notice to the applicable Special
Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer
with respect to a Serviced Whole Loan, the related Companion Loan Holder(s); provided that, if the Controlling Class Representative is
the applicable Directing Holder and it elects to effect such a termination, it shall do so with respect to all of the Serviced Loans as
to which it is the applicable Directing Holder.


Upon a termination (pursuant
to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement)
of the Special Servicer with respect to any Serviced Loan(s) or Serviced Whole Loan, the applicable Directing Holder shall appoint a successor
Special Servicer with respect to such Serviced Loan(s) or the related Serviced Whole Loan, as the case may be; provided, however,
that (A) such successor shall meet the requirements set forth in Section 7.02 of this Agreement, (B) the applicable Directing
Holder shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation
from each Rating Agency with respect to such proposed successor acting as a Special Servicer and (C) in the case of the appointment of
a successor Special Servicer with respect to a Serviced Whole Loan, the applicable Directing Holder shall (at no expense to the Trust
or any related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related
Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation
with respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.


(ii)             
The procedures for removing the Special Servicer (other than with respect to any Serviced Outside Controlled Whole Loan) if a Control
Termination Event has occurred and is continuing shall be as follows: Upon (A) the written direction of Holders of Certificates evidencing
not less than 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer (with respect
to all of the Serviced Loans other than any Serviced Outside Controlled Whole Loan) with a proposed successor Special Servicer, (B) 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 and (C) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating
Agency Confirmation from each Rating Agency with respect to the termination of the existing Special Servicer and the replacement thereof
with the proposed successor (with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating
Agency Confirmation to be an expense of such Holders), the Certificate Administrator shall promptly provide written notice of the requested
vote to all Certificateholders by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate
Register. Upon the affirmative vote of (a) the Holders of Certificates evidencing at least 66-2/3% of the Voting Rights allocable
to the Certificates of those Holders that voted on such matter (provided that Holders representing the applicable Certificateholder
Quorum vote on the matter) or (b) the Holders of Certificates that are Non-Reduced Certificates evidencing more than




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50% of the Voting Rights allocable to each
such Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the applicable
Serviced Loans (other than any Serviced Outside Controlled Whole Loan) and appoint the proposed successor Special Servicer, and the proposed
successor Special Servicer shall succeed to the duties of the Special Servicer with respect to the Serviced Loans (other than any Serviced
Outside Controlled Whole Loan) all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02
of this Agreement; provided that if such affirmative vote is not achieved within 180 days of the initial request for a vote
to terminate and replace the Special Servicer, then such vote shall have no force and effect. The provisions set forth in the foregoing
sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions.
As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in
their sole discretion to vote for the termination or not vote for the termination of the Special Servicer. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access such notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive email notifications
when such notices are posted on the Certificate Administrator’s Website. Any such appointment of a successor Special Servicer with
respect to the Serviced Loans (other than any Serviced Outside Controlled Whole Loan) based on a Certificateholder vote shall be subject
to the receipt of a Rating Agency Confirmation. The Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting notices of such requests.


(b)              
(i)                          With respect to the Serviced Loans (as a collective matter), if the Operating Advisor determines, in its sole discretion
exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special
Servicer would be in the best interest of the Certificateholders and the Uncertificated Interest Owners (as a collective whole), the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation
in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity
or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement,
provided 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), recommending
a replacement special servicer with respect to the Serviced Loans (as a collective whole), meeting the applicable requirements of this
Agreement, which recommended special servicer has agreed to succeed the then-current applicable Special Servicer if appointed in accordance
herewith, and requesting a vote on whether the existing Special Servicer should be replaced with respect to the Serviced Loans




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(as a collective whole). In any such
event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s Website
and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove the Special
Servicer with respect to the Serviced Loans (as a collective whole). Upon (A) the affirmative vote of the Holders of Certificates
evidencing at least a majority of the aggregate outstanding principal balance of the Certificates of those Holders that voted on the matter
(provided that Holders representing the applicable Certificateholder Quorum vote on the matter within 180 days of the initial
request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders))
and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of
the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced
Loans (as a collective whole), (y) appoint the recommended successor Special Servicer with respect to the Serviced Loans (as a collective
whole), and (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and
out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be
an Additional Trust Fund Expense payable out of collections on the Mortgage Loans. If such affirmative vote of the Holders of the required
Certificates contemplated by clause (A) of the second preceding sentence is not achieved within 180 days of the initial request
for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders),
then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force or effect.
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 with respect to the Serviced Loans (as a collective whole), and to act as the Special Servicer’s
successor hereunder.


(ii)             
No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
If the entity acting as Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein
to the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect to the Serviced
Loan(s) or Serviced Whole Loan(s), as applicable, as to which it was terminated pursuant to this Section 6.08(b), any other
section of this Agreement or any Co-Lender Agreement.


(c)              
In no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any
Affiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that
(i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of
a Serviced Whole Loan, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any
fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement or (y) for the appointment
of the successor Special Servicer or the




    	 	- 401 -	 



     


    

recommendation by the Operating Advisor
for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the Operating
Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer,
in each case, unless expressly approved by 100% of the Certificateholders.


(d)              
The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement
of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced Companion Loan
Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


(e)              
No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special
Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other Depositor
shall have received the written notice and information with respect to the successor Special Servicer as set forth in Section 10.02(a)
and (iii) subject to Section 12.13 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate
Administrator a Rating Agency Confirmation and, if required pursuant to Section 6.08(a), each Companion Loan Rating Agency
has delivered to the Trustee and the Certificate Administrator and their respective counterparts with respect to the Other Securitization
Trust a Companion Loan Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


(f)               
Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


(g)              
In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in
writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Whole Loans and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination or that survive termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until
received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination
and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout Fees in accordance
with the terms hereof).




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(h)              
 If (1) a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related REO Property in accordance
with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to
an Excluded Special Servicer Mortgage Loan, there may be additional parties acting as Special Servicer hereunder. Accordingly, unless
the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the applicable Whole Loan Special
Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer Mortgage
Loan or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in Section 3.15
and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Whole Loan Special Servicers,
the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer); (ii) when used in the context of identifying
the recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean
(A) the applicable Whole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate
to the subject Serviced Whole Loan or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar
as such information, funds, documents, instruments and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or
any related REO Property and (C) the General Special Servicer, in all other cases; (iii) when used in the context of granting
the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01
of this Agreement, the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context
of the Special Servicer being replaced pursuant to this Section 6.08 by the applicable Directing Holder or the applicable
Certificateholders, the term “Special Servicer” shall mean the General Special Servicer, the applicable Whole Loan Special
Servicer or the applicable Excluded Mortgage Loan Special Servicer, as applicable; (v) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall
mean each of the Whole Loan Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer;
and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against, the Special
Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in
the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the applicable Whole Loan Special
Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General Special Servicer, as applicable.


(i)                
References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Whole Loan or related REO Property as to which a different
Whole Loan Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan or any related
REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).




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(j)                
Notwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge
that it is, or has become, a Borrower Party with respect to any Mortgage Loan or Whole Loan, then the Special Servicer shall resign in
such capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint (and replace
with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Mortgage Loan in accordance with this Agreement. If an Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage
Loan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall
be entitled to appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer for the related Excluded Special
Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event has occurred and is continuing, neither the
Controlling Class Representative nor any other Controlling Class Certificateholder shall be entitled to remove or replace the Special
Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a Control Termination Event has occurred and is continuing but
prior to the occurrence and continuance of a Consultation Termination Event, the largest Controlling Class Certificateholder that is
not an Excluded Controlling Class Holder shall have the right to appoint the Excluded Mortgage Loan Special Servicer. If there is no
applicable Directing Holder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special Servicer Mortgage
Loan (or if there is an applicable Directing Holder so entitled but it has not appointed a replacement special servicer for the related
Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide written notice to the resigning
Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and such resigning Special Servicer shall use
reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event that the resigning Special Servicer is required
to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer shall not have any liability for the actions or
inactions of the newly appointed Excluded Mortgage Loan Special Servicer, and absent willful misconduct, bad faith, fraud or negligence
on the part of such resigning Special Servicer, the resigning Special Servicer and its directors, members, managers, officers, employees
and agents shall be entitled to be indemnified by the Trust against any and all losses or liability incurred in connection with any legal
action resulting from the actions or inactions of the Excluded Mortgage Loan Special Servicer. It shall be a condition to the appointment
of any such Excluded Mortgage Loan Special Servicer that (i) such Excluded Mortgage Loan Special Servicer has delivered a Rating
Agency Confirmation with respect such appointment to the Certificate Administrator and the Trustee and, if the related Excluded Special
Servicer Mortgage Loan is part of a Serviced Whole Loan, a Companion Loan Rating Agency Confirmation with respect to such appointment
to the certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate
Administrator and the Trustee), (ii) such Excluded Mortgage Loan Special Servicer satisfies all of the eligibility requirements
applicable to the Special Servicer set forth in this Agreement and (iii) such Excluded Mortgage Loan Special Servicer delivers
to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Exchange Act Reporting
Party), the




    	 	- 404 -	 



     


    

information, if any, required under Item
6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Mortgage Loan Special Servicer.


If at any time the Person
that had acted as the Special Servicer for any Mortgage Loan or Whole Loan prior to such Mortgage Loan or Whole Loan, as the case may
be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result of the
related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage Loan) with respect to such
Mortgage Loan or Whole Loan, as the case may be, (1) the related Excluded Mortgage Loan Special Servicer shall resign, (2) such Mortgage
Loan or Whole Loan, as the case may be, shall no longer be an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer
shall become the Special Servicer again for such Mortgage Loan or Whole Loan, as the case may be, and (4) such original Special Servicer
shall be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan
or Whole Loan, as the case may be, earned during such time on and after such Mortgage Loan or Whole Loan, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


The Excluded Mortgage Loan
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan
and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded
Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time as the
related Mortgage Loan or Whole Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall remain
entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans and Serviced
Whole Loans that are not Excluded Special Servicer Mortgage Loans during such time).


Notwithstanding anything
to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Whole Loan, the related Outside Controlling
Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


(k)              
If a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or
an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer or
Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


Section 6.09       
The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Party.


(a)              
The applicable Directing Holder shall be entitled to advise (1) the Special Servicer, with respect to the applicable Serviced
Loan(s) that are Specially Serviced Loan(s) and (2) the Special Servicer, with respect to the applicable Serviced Loan(s) that are Performing
Serviced Loan(s), as to all Major Decisions, in each case as set forth in this Section 6.09. With respect to any Outside Serviced
Mortgage Loan, the Controlling Class




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Representative shall be entitled to exercise
consultation and, to the extent provided in Section 3.01(i), consent rights (if any) and attend annual meetings with the related
Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan
is entitled to such rights pursuant to the related Co-Lender Agreement.


In addition, except as set
forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a),
(1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the Special Servicer,
who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date
that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major
Decision (provided that if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to such
Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented
to such Major Decision), and (2) the Special Servicer shall not be permitted to take, or to consent to the Master Servicer’s
taking, any of the actions constituting a Major Decision as to which the applicable Directing Holder has objected in writing within ten
(10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a
Serviced Outside Controlled Whole Loan, such other period contemplated by the related Co-Lender Agreement)) after receipt of the related
Major Decision Reporting Package from the Special Servicer (provided that if such written objection has not been received by the
Special Servicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside Controlled
Whole Loan, such other period contemplated by the related Co-Lender Agreement), as applicable, then such applicable Directing Holder
will be deemed to have approved such action).


Furthermore, any applicable
Directing Holder (in the case of an Outside Controlling Note Holder, to the extent provided in the related Co-Lender Agreement) may direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to any Serviced Loan as such party may reasonably
deem advisable or as to which provision is otherwise made herein.


In addition, prior to taking,
or consenting to the Master Servicer’s taking of, any Major Decision, the Special Servicer shall consult (on a non-binding basis)
with any applicable Consulting Parties (including, with respect to the Operating Advisor when it is an applicable Consulting Party under
the circumstances set forth in Section 3.29 and, with respect to the Risk Retention Consultation Party under the circumstances
set forth in the third following paragraph and, with respect to a Serviced Companion Loan Holder, under the circumstances contemplated
by the related Co-Lender Agreement) in connection with any Major Decision with respect to a Serviced Mortgage Loan or Serviced Whole Loan
and consider alternative actions recommended by such Consulting Parties, but, in the case of the Controlling Class Representative when
it is a Consulting Party, only to the extent such consultation with, or consent of, the Controlling Class Representative would have been
required prior to the occurrence and continuance of a Control Termination Event; provided that each such consultation is not binding on
the Special Servicer; and provided, further, that the Controlling Class Representative (when it is an applicable Consulting
Party) may consult regarding a Serviced Outside Controlled Whole Loan only if and




    	 	- 406 -	 



     


    

to the extent that the holder of the related
Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement; and provided, further, that, with
respect to any matter for which consultation with the Controlling Class Representative is required and no response from the Controlling
Class Representative is received within ten (10) Business Days following the later of (i) the Controlling Class Representative’s
receipt of written request for input on such consultation and (ii) the Controlling Class Representative’s receipt of all reasonably
requested information and all information required to be delivered to the Controlling Class Representative under this Agreement with respect
to such consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Controlling
Class Representative on the specific matter; provided, however, that the failure of Controlling Class Representative to
respond will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with Controlling
Class Representative on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Whole Loan or any other Serviced
Mortgage Loan. For the avoidance of doubt, with respect to any Serviced Outside Controlled Whole Loan (which, for the avoidance of doubt,
shall include, without limitation, any Servicing Shift Whole Loan prior to the related Servicing Shift Date), the Special Servicer shall
be responsible for obtaining any consent or deemed consent of the related Outside Controlling Note Holder for “Major Decisions”
(as such term or any analogous term is defined in the related Co-Lender Agreement) to the extent such consent is required under this Agreement
or under the terms of the related Co-Lender Agreement. The Special Servicer shall provide all information reasonably requested by any
applicable Consulting Party and in the Special Servicer's possession that is necessary in order for such Consulting Party to exercise
its consultation rights set forth in the first sentence of this paragraph.


Each Consulting Party shall
have consultation rights with respect to such Mortgage Loans and/or Serviced Whole Loans and at such times and/or under such circumstances
as contemplated by the definition of “Consulting Party”.


With respect to a Servicing
Shift Whole Loan that is a Serviced Outside Controlled Whole Loan, prior to the related Servicing Shift Date, no request for approval
of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Whole Loan, except that the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the related Servicing Shift
Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of the related Servicing Shift
Mortgage Loan with respect to Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable
Co-Lender Agreement. In addition, the Operating Advisor (when it is an applicable Consulting Party) will be entitled, while a Servicing
Shift Mortgage Loan is serviced hereunder, to consult on a non-binding basis with the Special Servicer and propose alternative courses
of action and provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.


With respect to each Major
Decision regarding a Serviced Loan as to which any applicable Directing Holder has consent or consultation rights pursuant to this Section
6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the applicable Directing Holder, simultaneously
with the Special Servicer’s request for the applicable Directing Holder’s consent or input regarding the related Major Decision.
With respect to each Major Decision regarding a Serviced Loan as to which any Risk Retention Consultation Party has




    	 	- 407 -	 



     


    

consultation rights pursuant to this Section
6.09, the Special Servicer shall provide the related Major Decision Reporting Package to such Risk Retention Consultation Party, simultaneously
with the Special Servicer’s request for such Risk Retention Consultation Party’s input regarding the related Major Decision.
The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor: (i) as to any Specially Serviced Loan,
prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, promptly after the Special Servicer receives
the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package; and (ii) as to any Serviced Loan, following
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event (whether or not a Control Termination Event
is continuing), simultaneously with the Special Servicer’s written request for the Operating Advisor’s input regarding the
related Major Decision. With respect to any particular Major Decision and related Major Decision Reporting Package provided to the Operating
Advisor pursuant to this Section 6.09(a), the Special Servicer shall make available to the Operating Advisor one or more Servicing
Officers with relevant knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions
that the Operating Advisor may have relating to, among other things, such Major Decision and potential conflicts of interest and compensation
with respect to such Major Decision.


In addition, (i) for so long
as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Outside Serviced Mortgage
Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during the continuance
of a Consultation Termination Event, with respect to any Mortgage Loan (other than any Outside Serviced Mortgage Loan or any Excluded
RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), the Master Servicer and the Special Servicer shall
consult with each Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing
(and such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to
this Agreement which, for the avoidance of doubt, shall include the matters set forth in Sections 3.09, 3.17(m), 3.24,
7.02 and this Section 6.09 and in the definition of “Acceptable Insurance Default”) and to consider alternative
actions recommended by such Risk Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation
with such Risk Retention Consultation Party pursuant to this Agreement); provided that in the event the Master Servicer or the
Special Servicer receives no response from a Risk Retention Consultation Party within 10 days following the Master Servicer’s delivery
of information in its possession reasonably requested by such Risk Retention Consultation Party or the Special Servicer’s delivery
of the related Major Decision Reporting Package, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to
consult with such Risk Retention Consultation Party on the specific matter (provided, however, that the failure of such
Risk Retention Consultation Party to respond will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable
efforts to consult with such Risk Retention Consultation Party on any future matters with respect to the applicable Serviced Mortgage
Loan or Serviced Whole Loan or any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall
have any consultation rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention
Consultation Party under this Agreement shall be on a strictly non-binding basis and shall be subject to all limitations with respect
to the procedures and timing for such consultation set forth in this Section 6.09.




    	 	- 408 -	 



     


    

Notwithstanding anything
in this Agreement to the contrary, 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 immediate action, with respect to a Major Decision,
or any other matter requiring consent of, or consultation with, any applicable Directing Holder or consultation with any applicable Consulting
Party, is necessary to protect the interests of the Certificateholders, the Uncertificated VRR Interest Owner and, with respect to any
Serviced Whole Loan, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated
VRR Interest Owner and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Holder(s) constituted a single lender
(and, with respect to a Serviced AB Whole Loan, taking into account the subordinate nature of the related Subordinate Companion Loan(s))),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the applicable Directing Holder’s
(or, if applicable, the Special Servicer’s) or any Consulting Party’s, as applicable, response.


Also notwithstanding anything
in this Agreement to the contrary, no direction, objection, advice or consultation on the part of any applicable Directing Holder, and
no advice or consultation from any applicable Consulting Party, contemplated by this Agreement, may require or cause the Master Servicer
or the Special Servicer to violate the terms of any Mortgage Loan or Serviced Whole Loan, any provision of any related Loan Documents,
any related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without
limitation each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard,
or expose any Certificateholder, the Uncertificated VRR Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase
Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees
or agents to any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify
as a grantor trust 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 Master Servicer’s or the Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail
to act, in a manner that is not in the best interests of the Certificateholders, the Uncertificated VRR Interest Owner and/or the Serviced
Companion Loan Holders.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by any applicable Directing Holder or any advice from
any applicable Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate
the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions
or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advice and notify in writing the applicable Directing Holder, the applicable Consulting Parties,
the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider 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
any applicable Directing Holder or the recommendation of any applicable Consulting Party that does not violate the terms of any




    	 	- 409 -	 



     


    

Loan Documents, any related Co-Lender Agreement
or mezzanine intercreditor agreement, any law, the REMIC Provisions 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.


For so long as no Control
Termination Event has occurred and is continuing, and subject to the terms of the related Co-Lender Agreement, the Controlling Class Representative
shall be entitled, with respect to each Outside Serviced Mortgage Loan, to exercise the consent or approval rights set forth in Section 3.01(i)
of this Agreement; and for so long as no Consultation Termination Event has occurred and is continuing, and subject to the terms of the
related Co-Lender Agreement, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Mortgage
Loan, to exercise any consultation rights permitted under the related Co-Lender Agreement in respect of “Major Decisions”
(or any analogous concept) and the implementation of “Asset Status Reports” (or any analogous concept) under, and within the
meaning of, the applicable Outside Servicing Agreement and attend an annual meeting with the related Outside Servicer and the related
Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant
to the related Co-Lender Agreement; provided that, after the occurrence and during the continuance of an Operating Advisor
Consultation Trigger Event, any such consultation rights permitted under the related Co-Lender Agreement in respect of “Major Decisions”
(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement shall be exercised by the Controlling
Class Representative jointly with the Operating Advisor.


A Directing Holder will have
no liability to the Trust Fund, the Certificateholders or the Uncertificated VRR Interest Owner for any action taken, or for refraining
from the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


The Risk Retention Consultation
Party shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or the Uncertificated VRR Interest
Owner for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


The Uncertificated VRR Interest
Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees that: (i) a Directing Holder may have
special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or the Uncertificated VRR
Interest Owner; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative,
in the interests of the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the
Holders of any Class of Certificates or the Uncertificated VRR Interest Owner (other than, in the case of the Controlling Class Representative,
the Controlling Class); (iv) a Directing Holder may take actions that favor its own interests (or in the case of the Controlling
Class Representative, the interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other
Classes of Certificates or the Uncertificated VRR Interest Owner; and (v) a Directing Holder shall have no liability whatsoever (other
than, in the case of the Controlling Class Representative,




    	 	- 410 -	 



     


    

to a Controlling Class Certificateholder)
for having so acted as set forth in clauses (i) through (iv) of this paragraph, and that no Certificateholder or Uncertificated VRR
Interest Owner may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder,
member, partner, agent or principal thereof for having so acted; provided, however, that the rights of a Directing Holder
are subject to any related mezzanine intercreditor agreement.


(b)              
Notwithstanding anything to the contrary contained herein:


(i)                
after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall
have no right to consent to 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 and continuance of
a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan),
and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than any Excluded
Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would have been required
under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided, however, that
the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Whole Loan while any related
Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


(iii)           
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative
shall have no 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 a Directing Holder or a Consulting Party;
provided that each Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as
any other Certificateholder under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


(iv)            
no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan.


(c)              
Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from
taking any action pursuant to instructions, directions, objections, advice or consultation from any applicable Directing Holder, any applicable
Consulting Party or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to
violate applicable law, the terms of any Mortgage Loan or Serviced Whole Loan, the related Loan




    	 	- 411 -	 



     


    

Documents, this Agreement, including
the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the REMIC Provisions or that would (i) expose
any Certificateholder, the Uncertificated VRR Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing
the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with
respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents
to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause any Trust REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or (iv) cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner that in the reasonable judgment of the Master Servicer or the Special Servicer,
as the case may be, is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


(d)              
Each Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its
purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Administrator and to notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate (or the beneficial
ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal
of the Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed
Controlling Class Representative, is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or
the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator in writing when such Certificateholder
(or Certificate Owner) or designee is appointed Controlling Class Representative, and when it is removed or resigns. Upon receipt
of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the Certificate Administrator shall
promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling Class Representative
and/or any new Holder or Certificate Owner of a Control Eligible Certificate. In addition, upon the request of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable, the Certificate Administrator
shall provide (on a reasonably prompt basis) the identity of the then-current Controlling Class and a list of the Certificateholders
(or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which the
Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant to this Agreement or in connection
with a request made by the Operating Advisor in connection with its obligation under Section 3.29(e) of this Agreement to
deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative, and otherwise at the expense of the
requesting party) of the Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor,
the Asset




    	 	- 412 -	 



     


    

Representations Reviewer and the Trustee
shall be entitled to rely on the information so provided by the Certificate Administrator.


In the event of a change
in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry
Certificates, Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known to the Certificate Administrator,
one of its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s),
and determine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class (in effect
after such change in Controlling Class) by Certificate Balance. If at any time the current Holder of the Controlling Class (or its
designee) or, if known to the Certificate Administrator, one of its respective Affiliates, or any successor Controlling Class Representative
or Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner) of at least a majority of the Controlling
Class by Certificate Balance, and the Certificate Administrator has neither (i) received notice of the then-current Controlling
Class Certificateholders of at least a majority of the Controlling Class by Certificate Balance nor (ii) received notice of
a replacement Controlling Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination
Event shall be deemed to have occurred with respect to the related Serviced Loans or Serviced Whole Loan and shall be deemed to continue
until such time as the Certificate Administrator receives any such notice in clauses (i) or (ii).


Upon receipt of notice of
a change in Controlling Class Representative or any Risk Retention Consultation Party, the Certificate Administrator shall promptly
forward notice thereof to each other party to this Agreement.


On the Closing Date, the
initial Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially in
the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing
Controlling Class Representative, any successor Controlling Class Representative shall also deliver a certification substantially
in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being recognized as the new Controlling
Class Representative.


(e)              
Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Depositor, the Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder
(or Certificate Owner, if applicable) and the Uncertificated VRR Interest Owner shall be entitled to rely on such selection unless a majority
of the Certificateholders of the Controlling Class, by Certificate Balance, or such Controlling Class Representative shall have notified
the Certificate Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, in writing, of the resignation
of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon receipt of written
notice of, or other knowledge of, the resignation of a Controlling Class Representative, the Certificate Administrator shall request
the Certificateholders of the Controlling Class to select a new Controlling Class Representative.




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(f)               
 If at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Certificate Owner or Certificate Owners (through the Depository, unless the Certificate Administrator shall have been previously provided
with the name and address of such Certificate Owner or Certificate Owners) of such event and shall request that it be informed of any
change in the identity of the related Certificate Owner from time to time.


(g)              
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class and the Controlling Class Representative.


(h)              
Notwithstanding anything to the contrary contained herein, at any time when the Class F-RR Certificates are the Controlling Class,
the Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling
Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any
of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered to the
Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or group of affiliated
Holders that makes such an election, the “Opting-Out Party”). Whenever such waiver by an Opting-Out Party is
in effect, (1) a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and be continuing; and
(2) the rights of the holder of more than 50% of the Class F-RR Certificates (by Certificate Balance), if the Class F-RR Certificates
are the Controlling Class, to act as or appoint a Controlling Class Representative and the rights of a Controlling Class Representative
will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then
be in effect). Any such waiver shall remain effective with respect to such Holder and such Class until such time as either (x) the
Class F-RR Certificates are no longer the Controlling Class or (y) the Opting-Out Party has (i) sold a majority of the Class
F-RR Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator,
Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect Voting
Rights with respect to the Class F-RR Certificates that it transferred, (b) there is no voting agreement between the Opting-Out Party
and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class F-RR Certificates that
it transferred (such sale and certification, a “Class F-RR Transfer”). Following any such Class F-RR Transfer, and
if the Class F-RR Certificates are still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by
Certificate Balance) shall again have the right to act as or appoint a Controlling Class Representative as set forth herein without
regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided
in this Section 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject
to any such limitations set forth in this Agreement (including by reason of a Control Termination Event or a Consultation Termination
Event otherwise existing), to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any
of




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the rights of the Controlling Class Representative
as set forth in this Agreement. No successor Certificateholder described above in this paragraph shall have any consent rights with respect
to any Serviced Mortgage Loan that became a Specially Serviced Loan prior to the Class F-RR Transfer and had not also become a Corrected
Loan prior to such Class F-RR Transfer until such Serviced Mortgage Loan becomes a Corrected Loan.


(i)                
BMO shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the terms
of this Agreement. Upon the resignation 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 M-1I to this
Agreement prior to being recognized as a new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that a
Risk Retention Consultation Party has not changed absent such notice.


(j)                
Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless BMO or such Risk Retention Consultation Party itself 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 (along with contact information for such new Risk Retention Consultation Party).


(k)              
In the event that no Risk Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified (along with contact information) to the Master Servicer or the Special Servicer,
as applicable, then until such time as the related new Risk Retention Consultation Party is identified, the Master Servicer or the Special
Servicer, as applicable, shall have no duty to consult with, or provide notice to, any such Risk Retention Consultation Party as the case
may be.


(l)                
The Uncertificated VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees that:
(i) each Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of one or
more Classes of Certificates or the Uncertificated VRR Interest Owner; (ii) each Risk Retention Consultation Party may act solely in the
interests of the Holders of the Class VRR Certificates or the applicable Uncertificated VRR Interest Owner; (iii) each Risk Retention
Consultation Party does not have any liability or duties to the Holders of any other Class of Certificates; (iv) each Risk Retention
Consultation Party may take actions that favor interests of the Uncertificated VRR Interest Owner or the Holders of one or more Classes
of Certificates over the interests of the Holders of one or more other Classes of Certificates or the Uncertificated VRR Interest Owner;
and (v) each Risk Retention Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder or Uncertificated VRR Interest Owner may take any action whatsoever against any Risk
Retention Consultation




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Party or any director, officer, employee,
agent or principal of such Risk Retention Consultation Party for having so acted.


Article
VII



DEFAULT


Section 7.01          
Servicer Termination Events.


(a)              
“Servicer Termination Event,” wherever used herein, means any one of the following events:


(i)                
(A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Whole Loan Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit or remittance
is 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, the Distribution Account or the Excess
Interest 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 any REO Account, within two (2) Business Days after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or the Whole Loan Custodial Account, as applicable,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business Day after 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 applicable, 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 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2)
Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or 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 of any Class evidencing, as
to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected thereby, by a Serviced Companion Loan Holder;
provided, however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day




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period will be extended an additional 60 days
(provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day
period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


(iv)            
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders, any Uncertificated Interest Owner or any
Serviced Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach,
requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, 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 60 days (provided
that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure); 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,
as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;
or


(vi)            
the Master Servicer or the Special Servicer, as applicable, 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 applicable, 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




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


 


(ix)            
KBRA (or, in the case of Serviced 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 one or more classes of Serviced Companion Loan Securities,
or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch status”
in contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing
concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by KBRA (or, in the case of Serviced
Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event); or


(x)              
with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days,
as the case may be; or


(xi)            
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master
Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver the
items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator or
Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting items
required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant to Article X
of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a
Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with respect to the delivery of any other
item, five (5) Business Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in
accordance with this Section 7.01(a)(xi) shall be terminated at the direction of the Depositor).


If a Servicer Termination
Event with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then, and in each and every such case,
so long as such




    	 	- 418 -	 



     


    

Servicer Termination Event shall not have been
remedied, either (i) the Trustee may or (ii) upon the written direction to the Trustee from (x) the Holders of at least 25%
of the Voting Rights of all Certificates or (y) an affected Serviced Companion Loan Holder (but, subject to the next sentence, solely
in the case of the related Serviced Whole Loan and a Servicer Termination Event with respect to the Special Servicer), then the Trustee
shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be
a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) or (x)
above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a
rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion
Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of the
Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with respect
to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the Special Servicer,
be able to require termination of the Special Servicer with respect to, but only with respect to, the related Serviced Whole Loan.


In the event that the Master
Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master Servicer
shall also be terminated as Special Servicer.


(b)              
If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer
to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal”
materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service as
Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt
of the “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service
the Mortgage Loans and the Serviced Whole Loans under this Agreement from at least three (3) Persons qualified to act as a successor
Master Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or,
if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided
that, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the
Mortgage Loans and Serviced Whole Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below),
as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within
45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash
bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however,
that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such
Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time
period) until such confirmation is obtained. The Trustee shall request the




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Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the
Master Servicer.


Upon the assignment and acceptance
of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,
the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this
Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred
in connection with obtaining such bid and transferring servicing).


The Master Servicer to be
terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses
incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Whole Loans, which expenses
are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was
identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall
reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such
bid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or
may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


(c)              
In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Whole Loans and the proceeds
thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder and any rights or obligations
that accrued prior to the date of such termination or that survive such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear
interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of
Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the Terminated
Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates (except that
the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder) or
the Mortgage Loans and Serviced Whole Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and Serviced Whole Loans and related documents, or otherwise. The Master Servicer and the Special
Servicer each agrees that, in the event it is terminated pursuant to this




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Section 7.01, to promptly
(and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee (or the successor
Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or
Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with all documents and records
requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement
or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this
Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder, and to cooperate
with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer of its responsibilities
and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or successor Special Servicer or the
Trustee, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited by the Master
Servicer or the Special Servicer to the Collection Account, any Whole Loan Custodial Account, any REO Account or Lock-Box Account
shall thereafter be received with respect to the Mortgage Loans and Serviced Whole Loans, and shall promptly provide the Trustee or such
successor Master Servicer or Special Servicer (which may include the Trustee), as applicable, all documents and records reasonably requested
by it, such documents and records to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall
reasonably request (including electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function
hereunder. All reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer
or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records and reports
to the successor Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices
to Mortgagors, ground lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or
successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer,
as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special
Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by
the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.


(d)              
Notwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part
of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related
Serviced Companion Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c),
or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the related
Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master Servicer may not
be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan Holder,
the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Whole Loan is
currently being sub-serviced, to replace, within 30 days of such




    	 	- 421 -	 



     


    

direction, the then current sub-servicer
with a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a
Serviced Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation
from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all
duties of the Master Servicer under this Agreement with respect to the related Serviced Whole Loan. Such sub-servicing agreement (a)
may be terminated without cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become
the master servicer under a separate servicing agreement for the applicable Serviced Whole Loan in the event that such Serviced Whole
Loan is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of
this Agreement, except for the fact that the applicable Serviced Whole Loan and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign or be
terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation.
In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer
appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the Servicer Termination Event
that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.


(e)              
If the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,
for the purposes of this clause (e), shall include any publications by Fitch, S&P or KBRA of which the Trustee, the Certificate
Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from Fitch, S&P or KBRA that
the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer, as applicable, then
such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced Companion Loan Holder,
to the extent known to the Certificate Administrator, of the same.


Section 7.02          
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice
of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,
be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set
forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability
and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions
hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations
with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing,
such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,
information or




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moneys shall not be considered a default by
such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent
provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special
Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability
of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer.
The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein
or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer
or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this
Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Whole Loan hereunder. As compensation therefor,
the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation,
as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s
succession to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable,
had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding,
or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be
applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall
have been repaid in full. Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the Voting Rights so request
in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting,
promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which
a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer,
as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), 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; provided that, the applicable Directing Holder shall have the right to approve any
successor Special Servicer with respect to any Serviced Loan or Serviced Whole Loan. No appointment of a successor to the Master Servicer
or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special
Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer,
the Depositor and, if applicable, each related Other Depositor shall have received the written notice and information with respect to
such successor Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer
(or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by
law from so acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special
Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with
such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor




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to the Terminated Party can be obtained to
perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess
of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further that, the Trustee shall
consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor to the Terminated Party with
respect to any Serviced Loan or Serviced Whole Loan at a servicing compensation in excess of that permitted the Terminated Party. The
Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.


If the Trustee or an Affiliate
acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate
to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the
market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or
an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this
Section 7.02.


 


Section 7.03          
Notification to Certificateholders.


(a)              
Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Uncertificated VRR Interest Owner, to the Serviced Companion Loan Holders, and electronically, for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the
Rule 17g-5 Information Provider.


(b)              
Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of
Certificates, the Uncertificated VRR Interest Owner and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator
has received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5
Information Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination
Event or Operating Advisor Termination Event shall have been cured or waived.


Section 7.04          
Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,
in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce
its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders, the Uncertificated
VRR Interest Owner and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative
and other




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proceedings and the filing of proofs of claim
and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer
or Special Servicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled
to be reimbursed for such expenses, costs and liability from the Collection Account or the Whole Loan Custodial Account, as applicable,
as provided in Section 3.06 and Section 3.06A of this Agreement; provided that the Master Servicer or the
Special Servicer, as applicable, shall not be relieved of such liability for such expenses, costs and liabilities. Except as otherwise
expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every
remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any
such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


Section 7.05         
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the Voting Rights of all Certificates (and, if such Servicer Termination Event is on the part
of a Special Servicer only with respect to a Serviced Whole Loan with a Companion Loan held outside the Issuing Entity, by each affected
Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the
Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of
its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Whole Loan Custodial Account or the
Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination
Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in
connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such
demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding
the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of
this Agreement may be waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event
under Section 7.01(a)(xi) of this Agreement may be waived only with the consent of the Depositor, together with (in the case of
each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that is affected by such
Servicer Termination Event.


The foregoing paragraph notwithstanding,
if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates
desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced Whole
Loan (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders may still waive
that Servicer




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Termination Event, and the applicable Serviced
Companion Loan Holder will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced Companion
Loan Holder’s request, a sub-servicer (or, if the applicable Serviced Whole Loan is currently being subserviced, to replace,
within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer)
with respect to the applicable Serviced Whole Loan. In connection with the Master Servicer’s appointment of a sub-servicer at
the request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain a Rating
Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing agreement
shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance
with this Section 7.05 shall be responsible for all duties of the Master Servicer under this Agreement with respect to the
applicable Serviced Whole Loan. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any
fee and (b) shall also provide that such sub-servicer shall become the master servicer under a separate servicing agreement for
the applicable Serviced Whole Loan in the event that the Serviced Whole Loan is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation
provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Whole
Loan and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder.
Such sub-servicer (a) may be terminated without cause and without the payment of any fee and (b) shall meet the requirements
of Section 3.01 of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion
Loan Holder in accordance with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense
of the applicable resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the
resigning or terminated sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master
Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05,
the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


Section 7.06          
Termination of the Operating Advisor.


(a)              
An “Operating Advisor 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 Operating Advisor 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 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the Operating
Advisor and the Trustee by the Holders of Certificates having greater




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than 25% of the Voting Rights of all then
outstanding Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day
period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure with the initial 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 Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure is
given to the Operating Advisor by any party to this Agreement;


(iii)           
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period
of 30 days;


(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 Operating Advisor, and such decree or order shall have remained in force undischarged
or unstayed for a period of 60 days;


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


(vi)            
the Operating Advisor 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 notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide
written notice to all Certificateholders and the Uncertificated VRR Interest Owner by posting such notice on its internet website, unless
the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then,
and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, then either (i) the
Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights
of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor
under this Agreement, other than rights and obligations accrued prior to such termination (including the right




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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 Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the Depositor
becomes aware.


(b)              
Upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible
Operating Advisor 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 of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting such notice on its internet website,
and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Operating
Advisor. Upon the affirmative vote of the Holders of Certificates evidencing more than 50% of the Voting Rights allocable to the Non-Reduced
Certificates of those Holders that exercise their right to vote (provided that Holders entitled to exercise at least 50% of the
Voting Rights allocable to the Non-Reduced Certificates exercise their right to vote within 180 days of the initial request for
a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), the
Trustee shall terminate all of the rights and obligations of the Operating Advisor under this Agreement by notice in writing to the Operating
Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the
benefit of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action
based upon or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the one hand, and the
Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not
vote for the termination of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each Certificateholder
and Certificate Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s
Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting such notices.


(c)              
On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor 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 15 Business Days after (1) the Operating Advisor
resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section 6.04(d)
where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of termination to the
Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is




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an Eligible Operating Advisor. The Trustee
shall provide written notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Depositor, the Risk Retention Consultation Party, any related Outside Controlling Note Holder
and, if a Consultation Termination Event does not exist, the Controlling Class Representative within one Business Day of such appointment,
and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder and the Uncertificated VRR
Interest Owner within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder
of any Class of Certificates or the Uncertificated VRR Interest Owner.


The Operating Advisor shall
not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such
entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor shall
immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor Operating
Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate of the
Trustee. 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. Unless and until a replacement Operating Advisor is
appointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation with respect to the
Operating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.


(d)              
Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner), the
Depositor, each Directing Holder, each Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or
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 resignation or termination (including the right to receive all amounts accrued and owing to it under this Agreement)
and other than any rights to indemnification arising out of events occurring prior to such resignation or termination.


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


Section 8.01          
Duties of the Trustee and the Certificate Administrator.


(a)              
The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or




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waiver of all Servicer Termination Events
which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no
permissive right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible
Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and Section 7.04
of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this
Agreement and no permissive right of the Certificate Administrator shall be construed as a duty.


(b)              
Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished 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, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them
to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided,
however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good
faith. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee
or the Certificate Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s
or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator
requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide
notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner.


(c)              
Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that,
subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its
own willful misconduct or its own bad faith; and provided, further, that:


(i)                
Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of
the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor
the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth
in this Agreement, no implied




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covenants or obligations shall be read
into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part of the Trustee or
the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their
face to the requirements of this Agreement without responsibility for investigating the contents thereof;


(ii)             
Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable,
was negligent in ascertaining the pertinent facts;


(iii)           
Neither the Trustee nor the Certificate Administrator shall be personally 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 entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein for such action) 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, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
as applicable, under this Agreement;


(iv)            
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control
persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or
the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or
omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing
Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions
taken pursuant to this Agreement;


(v)              
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust
Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee
or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such
legal action arises (i) as a result of any willful




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misconduct, bad faith, fraud or negligence
in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any
such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders hereunder;


(vi)            
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any
Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such act,
failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any
Certificateholder or Certificate Owner, the Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion
Loan Holder, the Directing Holder or the Controlling Class Representative; and


(vii)         
Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or
fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, 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,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


None of the provisions contained
in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,
as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as applicable, the
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained
in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations
of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the
Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the
Master Servicer or the Special Servicer in accordance with the terms of this Agreement. None of the provisions contained in this Agreement
shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations
of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement.
Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its
performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any
loss on any investment of funds pursuant




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to this Agreement (other than any funds invested
with it in its commercial capacity or at its discretion).


(d)              
The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Trigger
Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information
in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall
post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or
its receipt of notice) of the commencement or cessation of any Control Termination Event, Consultation Termination Event or Operating
Advisor Consultation Trigger Event.


Section 8.02          
Certain Matters Affecting the Trustee and the Certificate Administrator.


(a)              
Except as otherwise provided in Section 8.01 of this Agreement:


(i)                
Each of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator shall have any
responsibility to ascertain or confirm the genuineness of any such party or parties;


(ii)             
Each of the Trustee and the Certificate Administrator may consult with counsel and the written 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 with such written advice of such counsel or Opinion of Counsel;


(iii)           
(A)            Neither the Trustee nor the Certificate Administrator shall be under any obligation 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 the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities
which may be incurred therein or thereby; and


(B)             
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate




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Administrator shall be answerable for
other than its negligence or willful misconduct in the performance of any such act;


provided that subject to the foregoing
clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination
Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, 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 person
would exercise or use under the circumstances in the conduct of such person’s own affairs;


(iv)            
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents
or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by
it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;


(v)              
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 at least 25% (or such other percentage as is
specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as applicable, 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, as applicable, not reasonably
assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity against such expense or liability as a condition
to taking any such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and
be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results
from such Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


(vi)            
Each of the Trustee and 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 but shall not be relieved of its obligations hereunder;


(vii)         
For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only
when a Responsible




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Officer of the Trustee or the Certificate
Administrator, as applicable, has received written notice or obtains actual knowledge of such event;


(viii)       
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; and


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


 


(b)              
Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject a Trust REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


(c)              
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit
of all the Holders of such Certificates, subject to the provisions of this Agreement.


Neither the Trustee nor the
Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring
the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of
this Agreement.


(d)              
Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from
acts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).




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(e)              
 Each of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar
shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded
to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein mutatis
mutandis.


(f)               
Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the
Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential,
proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted
e-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted
message will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail
Recipient.


(g)              
No provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations
under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering
such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).


(h)              
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of
the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto agrees
to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator, as applicable, to
comply with Applicable Law.


Section 8.03         
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates) shall
not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor assume no
responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any prospectus
used to offer the Certificates for sale or the validity, enforceability or sufficiency of any Mortgage Loan or related document. Neither
the Trustee nor the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage, any Mortgage Loan, or the




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perfection and priority of any Mortgage or
the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate
the payments to be distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the
Certificate Administrator shall be liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the existence
of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or
the enforceability thereof; the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer or other record
thereof (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage
Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant
to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor
with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation
prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment
of moneys by or at the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties
of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity
as Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property that
it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor;
any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is
taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer
to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission
of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties
of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity
as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement;
provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of
its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator
shall be accountable for the use or application by the Depositor of any of the Certificates or the Uncertificated VRR Interest issued
to it or of the proceeds of the sale of such Certificates or the Uncertificated VRR Interest, or for the use or application of any funds
paid to the Depositor, the Master Servicer or the Special Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the Collection Account, the Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account,




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the Excess Liquidation Proceeds Reserve Account,
the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer,
other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator
shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee shall
have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes as a component
thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted by applicable law,”
the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect that such payment is not permitted by applicable law.


Section 8.04        
Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent
of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee
of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it would have if
it were not Trustee, the Certificate Administrator or such agent, as the case may be.


Section 8.05         
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


(a)              
As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of
its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay
the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator Fee shall
be paid monthly on a Mortgage Loan-by- Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s
and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect to any Companion Loan. Any Trustee/Certificate
Administrator Fee payable with respect to the Mortgage Loans shall be payable solely from collections with respect to the Mortgage Loans.
In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant
to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled
to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled.




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(b)              
 Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate
Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are “unanticipated
expenses” as described in clause (d) below, except any such expense, disbursement or advance as may arise from its negligence,
bad faith or willful misconduct; provided, however, that, subject to Section 8.01 and Section 8.02
of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of its duties hereunder solely as
a result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s
expenses, as applicable.


The Master Servicer and the
Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made
by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all
other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.


(c)              
Each of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the
Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian and their
respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee,
the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified
Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in
connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified
Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third
party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud and/or negligence
in the performance of each of its respective obligations or duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the
Certificate Administrator shall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors,
officers, employees and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer
Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified
Party may




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sustain in connection with this Agreement
(including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified Party in any action
or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Custodian or the Certificate
Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified Party and any third party or otherwise)
related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s
or the Certificate Administrator’s respective willful misconduct, bad faith, fraud and/or negligence in the performance of each
of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the
Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator and the Trustee shall
indemnify the Depositor, each Sponsor, any employee, director or officer of the Depositor or any Sponsor, and the Trust Fund (each an
“Other Indemnified Party”) for, and hold each of them harmless against, any loss, liability or reasonable expense (including,
without limitation, reasonable attorneys’ fees and expenses incurred by the Other Indemnified Party in any action or proceeding
between the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee,
as applicable, and the Other Indemnified Party or between the Other Indemnified Party and any third party or otherwise) incurred by such
parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties
of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee,
as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s,
the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder,
or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate
Administrator or the Trustee, as the case may be, of any of its representations or warranties contained herein, or (iii) as a result of
or relating to a violation of the Exchange Act or Regulation RR if such violation, in whole or in part, results from or arises out of
a breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Certificate Administrator, as the case may be,
of any of its obligations under Section 5.02(f) and Section 5.03(i) of this Agreement.


(d)              
The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses
that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust
Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Certificates or the Uncertificated VRR Interest, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud,
bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except
to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled
to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees,




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expenses and disbursements of the Trustee
or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator appointed hereunder, only to the
extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date, and the losses, liabilities, damages,
claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except in the case of an Advance otherwise
reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under any Mortgage Loan and (ii) any
litigation arising out of this Agreement, including, without limitation, under Section 2.03, Section 3.10, the third
paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement. The right of reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders and all
Uncertificated VRR Interest Owner.


(e)              
Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this
Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior
to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal
or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or
the Custodian.


(f)               
This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


Section 8.06        
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be a corporation or association 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
the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when
the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02, the Master Servicer). The Trustee is required
to maintain (A) a rating on its long-term senior unsecured debt of at least “BBB” by S&P, (B) a rating on its long-term
senior unsecured debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch (provided,
however, that the Trustee will be deemed to have met the eligibility requirements in this clause (B) for so long as (i) it has a long-term
senior unsecured debt rating or long-term issuer credit rating of at least “BBB-” by Fitch and (ii) the Master Servicer has
a rating on its long-term senior unsecured debt of at least “A” by Fitch or a short-term rating of at least “F1”
by Fitch), and (C) a rating on its long-term senior unsecured debt or a long-term issuer credit rating of at least “BBB-”
by KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include S&P and Fitch) (or, in
the case of any Rating Agency’s rating requirement set forth in this sentence, such other rating with respect to which the applicable
Rating Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated
by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association publishes reports of condition at least
annually, pursuant to law or to the requirements




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of the aforesaid supervising or examining authority,
then for purposes of this Section the combined capital and surplus of such corporation 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 that the place of business from which the Trustee
or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the
Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee
or the Certificate Administrator, 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 from its own funds and continue as Trustee or Certificate Administrator, as applicable, or
(iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee
or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate
Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.


Section 8.07        
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders,
the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation,
the Depositor shall use reasonable efforts to appoint a successor Trustee or the Certificate Administrator, as applicable, with respect
to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable,
and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable,
shall have been so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor
Trustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund. Except as set forth in the
immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket
costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to,
the costs of assigning Mortgage Loans by reason of change in Trustee).


If at any time either the
Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail
to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions
of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any
time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable,
and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which shall be delivered
to the Trustee or the Certificate Administrator, as applicable, so removed and to




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the successor Trustee or Certificate Administrator,
as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights allocated to all of the Certificates may at
any time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one
complete set to the Trustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator
(in connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed
and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered
to the Serviced Companion Loan Holders.


In the event that the Trustee
or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations
under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including
Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such
termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate
Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable out-of-pocket
costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided that
if the Trustee or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing
more than 50% of the Voting Rights allocated to all of the Certificates as provided in the immediately preceding paragraph, then such
Holders will be required to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable,
necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession)
of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, 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 successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing by or on behalf
of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of
Section 10.07.


Upon the resignation or upon
the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed
to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty,
express or implied) to the order of the successor, as trustee for the registered holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-C3, and the Uncertificated Interest Owners or in blank, and (B) in the case of the
other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate)
to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each




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Mortgage Loan, and certify in writing that,
as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide
copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are
not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B)
of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special
Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling
Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a
Consultation Termination Event, after consultation with the Controlling Class Representative).


Section 8.08         
Successor Trustee or Successor Certificate Administrator.


(a)              
Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator,
as applicable, 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, as applicable, herein,
provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor
Trustee or Certificate Administrator. In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate
Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related
documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,
as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment
as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,
as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations
Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall
mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register, to the Uncertificated VRR Interest Owner and to the Companion Loan Holders. If the
Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate




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Administrator, the successor Trustee or Certificate
Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


(b)              
Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


Section 8.09        
Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate
Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated,
or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,
shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable,
shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity 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.


Section 8.10        
Appointment of Co-Trustee or Separate Trustee. 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, the assets thereof or any property securing
the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s)
arises from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other development
or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change
in applicable law or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint
such co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense shall be
split evenly between the Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s)
arises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust
Fund) 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 Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment within
15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee
or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder
and no notice to Holders of Certificates or the Uncertificated VRR Interest Owner of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.


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




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or co-trustee jointly (it being understood
that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), 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 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 Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-trustee solely at the direction of the Trustee.


The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee
or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee
or co-trustee.


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Every such instrument shall be filed with the Trustee. 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.
In no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability
of, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed
on the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability
than that provided to the Trustee hereunder.


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.


Section 8.11          
Access to Certain Information.


(a)              
The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or
the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator
or the Custodian, as applicable.




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(b)              
 The Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written
request and during normal business hours, shall make available or cause to be made available) for review by any Privileged Person originals
and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator (or a Custodian
appointed by it)):


(i)                                the
Prospectus;


(ii)                            this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


(iii)                        all
Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


(iv)                        all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


(v)                           the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10
of this Agreement;


(vi)                        the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


(vii)                     the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


(viii)                  any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


(ix)                          the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced Whole
Loans) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer
and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24 of this Agreement;




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(x)                              the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the
other information specified in Section 4.02(b) of this Agreement;


(xi)                          any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master
Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xii)                       notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


(xiii)                    all
Special Notices;


(xiv)                    any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


(xv)                       any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


provided that any such Privileged Person
that is a Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator an appropriate Investor Certification;
and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information
with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party.


Subject to the two (2) provisos
to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing
items upon reasonable written request of any of the parties set forth in the previous sentence.


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


Section 9.01         
Termination; Optional Mortgage Loan Purchase.


(a)              
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the
Uncertificated Interests, the Mortgage Loans and the Serviced Companion




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Loans (other than the obligation to make
certain payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as hereinafter set forth and
to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special
Servicer, as applicable, promptly following receipt thereof.


(b)              
In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall
be terminated and the assets of the Lower-Tier REMIC and the Loan REMIC shall be sold or otherwise disposed of in connection therewith,
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the
actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets
of the Lower-Tier REMIC and the Loan REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date
occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b),
the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns
of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and shall
maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains its own tax returns
or other reasonable period.


(c)              
The Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date,
by




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purchasing on such date all, but not
less than all, of the Mortgage Loans (and in the case of any such Mortgage Loan that is part of a Serviced Whole Loan, subject to certain
rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust
Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired
with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price,
payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any
interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid
Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising
its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to this subsection (c).


(d)              
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably
anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made
(i) to the Holders of outstanding Regular Certificates and the Uncertificated Interest Owners, and to the Certificate Administrator
in respect of the Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to distribute in full an
amount equal to the remaining Certificate Balance, Uncertificated Interest Balance or Lower-Tier Principal Balance, as applicable,
of each such Class of Certificates, Uncertificated Interest, and Lower-Tier Regular Interest, together with amounts required
to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or, if the Regular Certificates
and the Uncertificated Interests are no longer outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of
the Grantor Trust Certificates and the Uncertificated VRR Interest Owner, of any amount remaining in the Collection Account, the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess




    	 	- 450 -	 



     


    

Interest Distribution Account and/or
the Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17
of this Agreement of the last asset held by the Trust Fund.


(e)              
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to affected Certificateholders and affected Uncertificated Interest Owners at their addresses shown in the Certificate Register (with
a copy to the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate
Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days,
and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders and affected Uncertificated Interest Owners shall:


(i)                
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of
the Classes specified therein and the Uncertificated Interest Owners;


(ii)             
specify the amount of any such final distribution, if known; and


(iii)           
state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the
office of the Paying Agent therein specified and to any Uncertificated Interest Owner only upon delivery of a written instrument surrendering
the related Uncertificated Interest and acknowledging that such distribution is the final distribution.


If the Trust Fund is not
terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each
affected Certificateholder and each affected Uncertificated Interest Owner.


(f)               
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
or the failure of any Uncertificated Interest Owners to surrender their Uncertificated Interests shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders or the non-surrendering Uncertificated Interest Owners, whereupon
the Trust Fund shall terminate. If any Certificates or Uncertificated Interests as to which notice of the Termination Date has been given
pursuant to this Section 9.01 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 Certificateholders or Uncertificated Interest Owners,
as applicable, at their last addresses shown in the Certificate Register, to surrender their Certificates or Uncertificated Interests,
as applicable, for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate or Uncertificated Interest shall not have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take




    	 	- 451 -	 



     


    

appropriate steps to contact the remaining
Certificateholders or Uncertificated Interest Owners, as applicable, concerning surrender of their Certificates or Uncertificated Interests,
as applicable. The costs and expenses of maintaining such funds and of contacting Certificateholders or Uncertificated Interest Owners
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two
years after the second notice any Certificates or Uncertificated Interest shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof or the Uncertificated Interest
Owners, as applicable. No interest shall accrue or be payable to any Certificateholder or Uncertificated Interest Owner on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) or such Uncertificated Interest Owner’s
failure to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with this Section 9.01.


(g)              
For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust
Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate
Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates
representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


(h)              
(i) Following the date on which the Class X-A Notional Amount, the Class X-D Notional Amounts and the Class X-E
Notional Amount and the aggregate Certificate Balance 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 are reduced to zero, the Remaining
Certificateholder shall have the right to exchange all of its Certificates (but excluding the Class S and Class R Certificates) and
the Uncertificated Interests for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any
REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Whole Loans) remaining in the Trust Fund
as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer
an amount equal to the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding
Principal Balance Certificates as of the day of the exchange and (C) three. In the event that the Remaining Certificateholder elects
to exchange all of the Certificates (other than the Class S and Class R Certificates) and the Uncertificated Interests for
all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect
to the Outside Serviced Mortgage Loans and/or the Serviced Whole Loans) remaining in the Trust Fund in accordance with the preceding sentence,
such Remaining Certificateholder, not later than the Termination Date, shall deposit in 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 Operating Advisor,
the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from
the Collection Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection
Account. Upon confirmation that such final deposits have been made and following the surrender of all remaining




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Certificates (other than the Class S
and Class R Certificates) and the Uncertificated Interests by the Remaining Certificateholder on the Termination Date, the Custodian
shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder
or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and
REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage
Loans and/or the Serviced Whole Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01.
Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments
to Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders, sending of certain notices, the maintenance
of books and records and the preparation and filing of final tax returns), shall terminate. Such transfers shall be subject to any rights
of any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income
tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC and the Loan REMIC
for an amount equal to the remaining Certificate Balance of its remaining Certificates (other than the Class S and Class R Certificates)
and the aggregate remaining Uncertificated Interest Balances of the Uncertificated Interests, plus accrued and unpaid interest with respect
thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier Regular
Interests, the Loan REMIC Regular Interest and such Certificates and the Uncertificated Interests. The remaining Mortgage Loans and REO
Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust
Fund pursuant to this Section 9.01.


(i)                
The Icon One Daytona REMIC shall terminate as described above or as otherwise described in the related REMIC Declaration.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 10.01      
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of
this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act,
the Exchange Act and the Sarbanes-Oxley Act. 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 reasonable requests
made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such




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evolving interpretations of Regulation AB.
In connection with the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, and any Serviced
Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator,
any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, 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 available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any 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 Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans and Serviced Whole Loans, reasonably believed by the Depositor or any
Other Depositor, as applicable, to be necessary in order to effect such compliance.


Section 10.02      
Succession; Sub-Servicers; Subcontractors.


(a)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any Person
(i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer or Certificate
Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator, the Trustee) shall provide
to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days
prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise no later than one (1) Business Day after such effective date, (x) written
notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to such successor (which such successor
Master Servicer, Special Servicer, Sub-Servicer or Certificate Administrator shall be required to provide) reasonably requested by
the Depositor or any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to
the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act). The Certificate Administrator
(or the Trustee, if applicable) shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation
or termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with
respect to each Serviced Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each Co-Lender
Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination,




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replacement or appointment of the Master
Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.


(b)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the
Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the
Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request provide
to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written description
(in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each Subcontractor that
is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying (i) the identity of
such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by
each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer
for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section 10.10 of this Agreement
to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case
of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
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 10.09 and Section 10.10 of this Agreement, in each case, as and when required
to be delivered.


(c)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor 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 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 the engagement of such
Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any
Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing agreement and,
if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing Agreement (other
than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special Servicer) or sub-servicing
agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate Administrator and each such Other
Depositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall contain all information reasonably
necessary, and in such




    	 	- 455 -	 



     


    

form as may be necessary, to enable the
Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected,
to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if
such reports under the Exchange Act are required to be filed under the Exchange Act).


(d)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer
or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties of the Master
Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing Agreement
(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) is either
(i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer) or (ii)
amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that, as a result
of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer” within
the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets
the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master Servicer, the Special
Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification or assignment to the Depositor
and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected at least five
(5) Business Days prior to the effective date of such amendment, modification or assignment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this
Agreement). Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate
Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


(e)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least
ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and
shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form
and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Certificate
Administrator, the Trustee and each Other Exchange Act Reporting Party to




    	 	- 456 -	 



     


    

accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


Section 10.03      
Filing Obligations.


(a)              
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with
the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s
reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07,
the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required
by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file
(via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.


(b)              
In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor
or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, 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 shall promptly as soon
as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business
Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other
Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator
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, 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 or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed,
and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or
any amendment to Form 8-K, Form 10-D, Form ABS-EE/A 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 10.03
related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Article X. The Certificate




    	 	- 457 -	 



     


    

Administrator shall have no 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 any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


Section 10.04      
Form 10-D and Form ABS-EE Filings.


(a)              
Within 15 calendar 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 and Form ABS-EE then required by the Exchange Act,
in form and substance as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus and
the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required to be
filed with the Commission and incorporated by reference into each such document. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact from
such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies.
Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D and/or Form ABS-EE
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the
parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor
and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes
and (ii) approved by the Depositor and each such Other 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
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the
related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third
Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U to
this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting Party
and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the
extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the
case may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent available
to such party in such format) or (in the case of asset-level information required by Item 1A on Form 10-D) XML Format or in such
other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party,
each such Other Depositor and such parties, the form and substance of the Additional Form 10-D




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Disclosure, if applicable, (ii) the parties
listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure applicable to such
party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W-1 to this Agreement
(except with respect to the reporting of balances of the Collection Account, each Whole Loan Custodial Account and each REO Account which
shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2
any information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to the
Master Servicer within four (4) calendar days after the related Distribution Date) 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
or (in the case of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided
that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of
its obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with
all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to
this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator
in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information required
by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


(b)              
Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information
required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of 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(a) of this
Agreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned
“Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii)
include a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central
Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator
pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE filing
for the related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable report
on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period),
(v) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit W-2
hereto for inclusion therein within the time period described in this Section 10.04, the balances of the Collection Account,
each Whole Loan Custodial Account and each REO Account (to the extent the related information has been received from the Special Servicer
within the time period specified in this Section 10.04), in each case as of the related Distribution Date and as of the immediately
preceding Distribution Date and (vi) the balance of the Distribution Account, the Interest Reserve Account, the




    	 	- 459 -	 



     


    

Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date.


(c)              
With respect to any Mortgage Loan 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 it receives such information from the Master Servicer (with
respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt
or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge
or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent such information
is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced Loans as to which the
Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special Servicer (with respect to
Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable Additional Debt or mezzanine
debt), substantially in the form of Exhibit W-3 (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 such Mortgage
Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage
Loan and such Additional Debt or mezzanine debt, as applicable.


(d)              
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: Paul Vanderslice, Telephone: (212) 885-4000. 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.


(e)              
Upon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating to the Collection
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.


(f)               
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 5.07, the Certificate Administrator shall include on the
Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate, and
such disclosure 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




    	 	- 460 -	 



     


    

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.


(g)              
At the time required under Section 10.04(a), 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 4.02(b)
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 4.02(b), 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. 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.


(h)              
After preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically
copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) to the Depositor for review no later than five (5) calendar days
after the related Distribution Date or, if the 5th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may
pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC® Schedule AL File
or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date of data that had been included
in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made to such CREFC® Schedule
AL File or Schedule AL Additional File by the Certificate Administrator following receipt from the Master Servicer). The Certificate Administrator,
the Master Servicer and the Depositor 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 as soon as possible.
Within five (5) Business Days after receipt of copies of such Forms 10-D and ABS-EE from the Certificate Administrator, but
no later than two (2) Business Days prior to the 15th calendar day after the related 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 an officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect
to the Trust and return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE
(in electronic form or by fax copy), the Certificate Administrator shall deem such reports to be approved by the Depositor and shall proceed
with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be filed on
time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs




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to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the
Certificate Administrator will make available on its internet website a final executed copy of each Form 10-D and Form ABS-EE
with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Paul Vanderslice,
Michael Birajiclian and David Schell, Email: Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com, with a copy
to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Legal Department,
Email: BMOCMBSNotices@bmo.com or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 10.04 related to the timely preparation and filing of Form 10-D
and Form ASB-EE with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of
their duties under this Section 10.04. The Certificate Administrator shall have no 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 any Form 10-D
or Form ABS-EE with respect to the Trust, where such failure results because required disclosure information was either not delivered
to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


(i)                
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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically)
from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(h) of this Agreement.


Section 10.05      
Form 10-K Filings.


(a)              
Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of 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 within 90 days after December 31, 2022, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form 10-K
with respect to the Trust shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator
(in the form required by this Agreement) within the applicable time frames set forth in this Agreement:




    	 	- 462 -	 



     


    

(i)                
 an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer,
as described under Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


(ii)             
(A)                                     the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.09;
and


(B)                 
if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 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 10.09 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 each Reporting Servicer, as described under Section 10.10;
and


(B)                
if any registered public accounting firm attestation report described under Section 10.10 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 to this Agreement as Exhibit X, 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; provided that the related signature
pages may be delivered separately.


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 second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other 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.




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Not later than the end of
each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during
such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate
Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each
Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any
new party to this Agreement.


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2023, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate
Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K
Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may
be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement
applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form
10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
as Exhibit W to this Agreement, 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 with respect to the Trust; provided that any
Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations
to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement
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 fees assessed and expenses incurred by the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph.




    	 	- 464 -	 



     


    

After preparing a Form 10-K
with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to
the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates,
or, if March 15 is not a Business Day, on the immediately following Business Day. Within five (5) Business Days after receipt of
such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect
to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form
10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within five (5) Business Days
after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the
third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect
to the Trust 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. Upon receipt of such signed Form 10-K (in electronic form or by fax copy),
the Certificate Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report with the
Commission. If a Form 10-K with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with
respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on the Certificate Administrator’s
Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New
York 10036, Attention: Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Legal Department, Email: BMOCMBSNotices@bmo.com or such other address as the Depositor may direct.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.05
related to the timely preparation and filing of Form 10-K with respect to the Trust is contingent upon the parties to this Agreement
(and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all
applicable deadlines in the performance of their duties under this Section 10.05. 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 Form 10-K with respect to the Trust, where such failure results because required disclosure information
was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set
forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


(b)              
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 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 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check
“yes” for each item unless the




    	 	- 465 -	 



     


    

Certificate Administrator has received
prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item
which notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature for
such filing pursuant to Section 10.05(a) of this Agreement.


Section 10.06    
Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification
in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act.
The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, 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 deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other
than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley
Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1
in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately
following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2,
Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7
and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement,
the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person,
a Sarbanes-Oxley back-up certification similar in form and substance to the certifications referenced in the preceding sentence,
from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee.
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 10.06 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.


Section 10.07      
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”), or if requested by the Depositor, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K with respect to the Trust 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”)
that is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z
to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which
such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have
no duty or liability




    	 	- 466 -	 



     


    

for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K with respect to the Trust, absent such reporting, direction and approval.


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible
Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable efforts), but in
no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i) the
parties set forth on Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other
than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant
for Exchange Act reporting purposes, in EDGAR-Compatible Format (to the extent available to such party in such format) or in such
other format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other Depositor, each such Other Exchange
Act Reporting Party and such providing parties any Form 8-K Disclosure Information described on Exhibit Z to this Agreement
as applicable to such party, if applicable (ii) the parties listed on Exhibit Z to this Agreement shall include with
such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer
set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such
party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form
attached hereto as Exhibit W-1, 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 with respect to the Trust; provided that
any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its
obligations to provide Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z 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 fees assessed or expenses incurred by the Certificate Administrator in connection with including any
Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


With respect to any Whole
Loan, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Serviced Co-Lender
Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any Outside Service Provider
of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the Depositor
of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange
Act and (ii) upon the execution of any amendment to a related Co-Lender




    	 	- 467 -	 



     


    

Agreement, the Master Servicer, the Special
Servicer or the Trustee, as the case may be, executing such amendment on behalf of the Trust shall promptly notify the Depositor and the
Certificate Administrator of such execution and cooperate with the Depositor and the Certificate Administrator to prepare and file on
behalf of the Trust any Form 8-K, as required by the Exchange Act.


After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event
earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day after the related 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 on the fourth Business Day after the related Reportable Event, a duly authorized representative of the Depositor shall
sign the Form 8-K with respect to the Trust and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K with respect to the Trust cannot
be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b) of this Agreement. 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 with respect to
the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New
York 10036, Attention: Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Legal Department, Email: BMOCMBSNotices@bmo.com or such other address as the Depositor may direct.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.07
related to the timely preparation and filing of Form 8-K with respect to the Trust is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 10.07. 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 and/or timely
file any Form 8-K with respect to the Trust, 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.


In the case of a Form 8-K
that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer or
Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer” as contemplated
by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer, Trustee, Certificate
Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and at the reasonable expense
of the same party or parties required to pay the costs and




    	 	- 468 -	 



     


    

expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before the
date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information) required for
the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those
delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate Administrator or
the initial Sub-Servicer, as the case may be, or their respective counsel, in connection with the information concerning such party
in the Prospectus and/or any other disclosure materials relating to this Trust.


Section 10.08     
Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and,
if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the Special
Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party that is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish, and (ii) with
respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional Servicer
to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion
Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special
Servicer) and the Depositor on or before March 1 of each year, commencing in March 2023, an Officer’s Certificate (together
with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar
year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage
Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward
a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5
Information Provider. Promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Serviced Companion
Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review
each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any
failures by such Certifying Servicer,




    	 	- 469 -	 



     


    

respectively, or any related Additional Servicer
with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage
Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer
that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such
capacity at the time such Officer’s Certificate is required to be delivered.


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request, and upon
receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such terms are defined
in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian,
Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar
to the Officer’s Certificate described in this Section or such other form as is set forth in the Outside Servicing Agreement.


Section 10.09      
Annual Reports on Assessment of Compliance With Servicing Criteria.


(a)              
On or before March 1 of each year commencing in March 2023, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar
year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to
any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has
made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”)
to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that
is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor
(only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant
Servicing Criteria (together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable
Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and 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 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 the end of and for the preceding calendar
year, including, if there has been any material instance of noncompliance with the




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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. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


Each such report shall be
addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and
shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O
to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and
each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria, 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 O to this
Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine
whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is
in form and substance in compliance with the requirements of Regulation AB.


(b)             
On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for
such party.


(c)              
No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee shall
notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of
each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor and each Other Depositor
as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each such notice will 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 Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating
Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.09(a) of this Agreement, such
parties will also at such time include the assessment (and related attestation pursuant to Section 10.10 of this Agreement)
of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31
of each calendar year.


(d)              
In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Mortgage
Loan Seller Sub-Servicer,




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shall use commercially reasonable efforts
to cause) any Servicing Function Participant of such party to provide (and the Master Servicer, the Special Servicer and the Certificate
Administrator shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement,
cause such Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with
respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject to this Agreement
or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use commercially
reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in
this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer,
Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar to
the annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.


Section 10.10      
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2023,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or
is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each of the
preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall 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 Certificate Administrator, the Custodian, the Trustee, 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 (together with
a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator,
the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause
to be furnished, such report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders
(or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other
Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer) and the
Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting




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Servicer, which includes an assertion that
such Reporting Servicer has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such
firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is
expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated
in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria. 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 Act and the Exchange Act. Such report
must be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable)
or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Trustee’s
(if applicable), the Operating Advisor’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 relates to an assessment of compliance meeting the requirements of Section 10.09
of this Agreement and notify the Depositor of any exceptions.


Section 10.11      
Significant Obligors.


(a)              
[Reserved]


(b)              
With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, 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), beginning with the first calendar quarter following receipt of notice from the Other
Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial statements of
such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable,
the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust,
on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four
(4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement
receipt occurs




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twelve (12) or more Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such 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 Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of such 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 any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information is required
to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange Act) to obtain
the periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall cause each applicable
Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer)
attempts to contact the related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information to
the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust.


For the avoidance of doubt,
the Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with respect to
Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


Section 10.12      
Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other
Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses (including without limitation reasonable attorney’s
fees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid in settlement
of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform
its obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional Servicer retained
by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article X; (iii) any untrue
statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing Function Participant,




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Additional Servicer or Subcontractor engaged
by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) 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 Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in
this Article X, or the omission to state in any such information a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be entitled
to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party
with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related
thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct on the part
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with
respect to such Indemnifying Party.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party that
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant or
Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of such party,
shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor, as applicable,
as necessary for the Depositor or any 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 regarding (x) information delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian, the Trustee, a Servicing
Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding
such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm,
attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor
or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other
Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party
any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing
a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s response to the Commission,
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 and negotiate a response and/or resolution
with the Commission; provided, if an Affected Reporting Party is a Servicing




    	 	- 475 -	 



     


    

Function Participant or Additional Servicer
retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If
such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission 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 and copy the Depositor or any Other Depositor on all correspondence
with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other
Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting
Party and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission 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 related to the foregoing 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 Certificate Administrator, the Custodian and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply
with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with, this paragraph)
in the related sub-servicing or similar agreement.


The Master Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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 (including
without limitation reasonable attorneys’ fees and expenses related to the enforcement of such indemnity and the costs of investigation,
legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a
breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer
(as defined in Section 10.02(b)) to identify a Servicing




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Function Participant pursuant to Section 10.02(c),
or (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


If the indemnification provided
for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient to hold harmless
any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any Other Depositor,
or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or
liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this
Article X (or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of
the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s
negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage Loan
Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and
contribution obligations. This Section 10.12 shall survive the termination of this Agreement or the earlier resignation or
removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate
Administrator.


Section 10.13    
Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this Agreement
for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any
Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder or the Uncertificated
VRR Interest Owner, notwithstanding anything to the contrary contained in this Agreement.


Section 10.14    
Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor
pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via facsimile and electronic mail to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Legal Department, Email: BMOCMBSNotices@bmo.com, or to such other




    	 	- 477 -	 



     


    

address(es), facsimile numbers and/or electronic
mail addresses as may be designated by the Depositor.


Section 10.15     
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails
to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated
if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust,
any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25
where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set
forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution
or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25
not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure
to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed
pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the
Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate
Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate
the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K is so filed.


Section 10.16      
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer
or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X and such failure
is not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation under Sections 10.02, 10.04,
10.07 and 10.11 or to otherwise deliver any item relating to a Reportable Event under this Article X, or (B) five (5)
Business Days in the case of a failure to comply with any obligation under this Article X that is not described in clause (A) above;
provided that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall
have accepted the appointment.


Section 10.17    
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate
such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer,
as applicable, is required to deliver under Regulation AB or




    	 	- 478 -	 



     


    

as otherwise contemplated by this Article
X and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable,
to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under
Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described
in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement
(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid
shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable,
may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


Section 10.18      
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


(a)              
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide
for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any such items
to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act Reporting
Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (or, in each case,
such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with related filing obligations,
provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written notice as soon as reasonably
practicable and, concurrently with such written notice, obtained verbal confirmation of receipt of such written notice, in each case,
in accordance with Section 12.04 of this Agreement and (ii) such period shall not be less than 3 Business Days) (which shall
only be required to be delivered once), (i) setting forth the contact information for such Person(s) and, except as regards the deliveries
and cooperation contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement,
stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in
reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided
that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide
a single written notice to such effect; provided further, that this notice requirement does not apply to any Serviced Companion
Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special
Servicer, Operating Advisor, the Asset Representations Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with
such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties
hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right
to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery
of the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust prior




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to providing any of the reports or other
information required to be delivered under this Article X in connection therewith and (i) upon such confirmation, the parties
shall comply with the deadlines for delivery set forth in this Article X with respect to such Other Securitization Trust or
(ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such confirmation
will be required in connection with any delivery of the items contemplated by Section 10.08, Section 10.09 and
Section 10.10 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting
Party for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to
the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder
shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange
Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


(b)              
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate by the
Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the holder of such
Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.


(c)              
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect to such
party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus
and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization
of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


(d)              
Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof




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is paid or caused to be paid by the applicable
party set forth below in this Section 10.18(d)) to the Other Depositor and the trustee under the Other Pooling and Servicing
Agreement related to any Other Securitization Trust the following: (i) any information (including, but not limited to, disclosure
information) required for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items
1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect
to such information that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in
the Prospectus and/or any other disclosure materials relating to this Trust.


In the case of a Form 8-K
that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2022-C3 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by
or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


In the case of a Form 8-K
that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement
of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable cost of
the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d)
shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement.


Section 10.19      
Termination of Exchange Act Filings With Respect to the Trust. 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
with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the suspension
of reporting in respect of the Trust under the Exchange Act or any other 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 10.04, Section 10.05, Section 10.06 and Section 10.07, solely
insofar as they relate to the Trust, shall be suspended. 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 or other
applicable form, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings
with respect to the Trust, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE
and 8-K with respect to the Trust as required pursuant to




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Section 10.04, Section 10.05,
Section 10.06 and Section 10.07, and all parties’ obligations under this Article X shall recommence.


Article
XI



ASSET REVIEW PROVISIONS


Section 11.01      
Asset Review.


(a)              
On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine
if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred,
the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer,
all Certificateholders and the Uncertificated VRR Interest Owner. Any notice required to be delivered to the Certificateholders and the
Uncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting
such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses
or the Uncertificated VRR Interest Owner’s addresses appearing in the Certificate Register in the case of Definitive Certificates
or the Uncertificated VRR Interest 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 Collection Period in which the Asset Review Trigger occurred, notice
of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As
of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger
as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice
to Certificateholders and the Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by
the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver
such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such
determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 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
(an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof
to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12
regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates
evidencing at least a majority of an Asset Review Quorum




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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 (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers,
the applicable Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders
to be effected by posting such notice on the Certificate Administrator’s Website and 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). 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 KK. Upon receipt of such certification, the Certificate Administrator shall 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 will 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) a new Asset Review Trigger has occurred as a result
or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within
90 days after the filing of a Form 10-D reporting 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 from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Loan, the Custodian
(with respect to clauses (1) through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6)
below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans)
shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice
from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the
extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure
Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)          a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee,




    	 	- 483 -	 



     


    

with evidence of recording thereon, related
to each Delinquent Loan that is subject to an Asset Review;


(3)         
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review; and


(6)          any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations
Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)             
Notwithstanding the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to
the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


(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 conducted pursuant to this Section 11.01
(any such information, “Unsolicited Information”).


(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 JJ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or




    	 	- 484 -	 



     


    

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 or Uncertificated VRR Interest Owner 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 (1) the Review Materials and (2) if
applicable, Unsolicited Information.


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


(vii)            
In connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect
to each Delinquent Loan:


(A)            
Within 10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition
of “Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in
any event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials
made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for such Delinquent
Loan, the Asset Representations Reviewer shall promptly 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 request that the Master
Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business Days after receipt of notification from
the Asset Representations Reviewer) deliver to the Asset Representations Reviewer such missing documents 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 12.04 of this Agreement. In the event any missing documents are not provided
by the Master Servicer or the 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 will be required under
the related Mortgage Loan Purchase Agreement to deliver any such missing documents only to the extent such documents are in the possession
of the Mortgage Loan Seller; and provided, further, that the Mortgage Loan Seller will not be required to provide any documents
that are proprietary to the related




    	 	- 485 -	 



     


    

originator or the Mortgage Loan Seller
or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


(B)             
Following the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is
provided to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary
report with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if applicable,
whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable missing documents
together with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset Representations Reviewer
has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the “Preliminary
Asset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset Review Report to the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), who shall promptly,
but in no event later than 10 Business Days of receipt thereof, provide the Preliminary Asset Review Report to the applicable Mortgage
Loan Seller. The Asset Representations Reviewer shall include the following statement in the related correspondence when providing each
Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans): “This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01
of the Pooling and Servicing Agreement relating to the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C3, requiring action by you as the recipient of such Preliminary Asset Review Report. You are required to deliver the
Preliminary Asset Review Report to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary
Asset Review Report.” If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is
deemed to fail any Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review
Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be
required under the related Mortgage Loan Purchase Agreement to provide any documents or any explanations to support (i) a conclusion that
a subject representation and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials are not
required to complete a Test, in any such case to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), and the Master Servicer or the Special Servicer, as applicable, shall promptly, but
in no event later than ten (10) Business Days after receipt from the applicable Mortgage Loan Seller, deliver to the Asset Representations
Reviewer any such documents or explanations received from the applicable Mortgage Loan Seller given to support a claim that the




    	 	- 486 -	 



     


    

representation and warranty has not failed
a Test or a claim that any missing documents in the Review Materials are not required to complete a Test.


(C)             
Within the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially in the form attached
hereto as Exhibit HH, 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, together with 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, the related Mortgage Loan Seller and the Controlling Class Representative (if such Delinquent Loan
is not an Excluded Mortgage Loan), and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset
Review Report (an “Asset Review Report Summary”) , substantially in the form attached hereto as Exhibit II,
to the Trustee and Certificate Administrator (who shall include such Asset Review Report Summary in the Form 10-D relating to the
Collection Period in which such Asset Review Report Summary is received and post such Asset Review Report Summary on the Certificate Administrator’s
Website in accordance with Section 10.04(e)). The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage
Loan Seller(s), if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required
due to the characteristics of the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event
that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to
Performing Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the applicable 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 documents 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 documents from any party to this or otherwise.


(viii)       
Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing
Servicer determines that a Material Defect exists,




    	 	- 487 -	 



     


    

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(a).


(ix)            
In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the responsibility
of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


(c)              
The Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any party
to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose
such Privileged Information to any Person (including Certificateholders and the Uncertificated VRR Interest Owner), 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 except for purposes
of complying with its duties and obligations hereunder.


(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 11.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid
any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Controlling Class Representative 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




    	 	- 488 -	 



     


    

subcontractor, and nothing contained
in this Agreement shall be deemed to limit or modify such indemnification.


(e)              
With respect to any Delinquent Loan that is an Outside 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 Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced by
an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside Special
Servicer), the related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such other party as contemplated
under the related Outside Servicing Agreement or related Co-Lender Agreement).


Section 11.02        
Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


(a)              
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee (the
“Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Mortgage Loan
(including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related Interest Accrual Period
at 0.00034% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in the case of the initial
Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated
Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period, and shall
be calculated on the same interest accrual basis as such Mortgage Loan and prorated for any partial periods. The Asset Representations
Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(a).


(b)              
Upon the completion of an Asset Review with respect to one or more Delinquent Loans and receipt by the related Mortgage Loan Seller
of a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage
Loan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a
fee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $19,000 multiplied by
the number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject Loans”)
plus (ii) $1,900 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii)
$2,500 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,400 per Mortgaged Property relating to
a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of
clauses (i) through (iv), to annual adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers or, if the Consumer
Price Index for All Urban Consumers is no longer calculated, another similar index for the year of the Closing Date and for the year in
which the related Asset Review Notice is given. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall




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be paid by the related Mortgage Loan
Seller (provided that, if any Co-sponsored Mortgage Loan is a Delinquent Loan, it shall be treated as one Mortgage Loan for the purposes
of assessing any Asset Representations Reviewer Asset Review Fee, and each of the related Applicable Co-sponsors shall only be responsible
for paying its proportionate share of any such Asset Representations Reviewer Asset Review Fee attributable to such Co-sponsored Mortgage
Loan (in the case of a BMO-SMC Co-sponsored Mortgage Loan, BMO’s proportionate share to be determined according to the proportion
that the outstanding principal balance of the portion of such BMO-SMC Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored
Note(s) bears to the outstanding principal balance of the entire such BMO-SMC Co-sponsored Mortgage Loan, and SMC’s proportionate
share to be determined according to the proportion that the outstanding principal balance of the portion of such BMO-SMC Co-sponsored
Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) bears to the outstanding principal balance of the entire such BMO-SMC
Co-sponsored Mortgage Loan)); provided, however, that if (1) the related Mortgage Loan Seller is insolvent or (2) at any
time 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, the related Mortgage Loan Seller fails to pay such amount within 90 days following receipt
of the Asset Representations Reviewer’s invoice, then such fee shall be paid by the Trust Fund following delivery by the Asset Representations
Reviewer of evidence reasonably satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided,
further, that 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 Special Servicer shall determine whether to pursue (and, if it determines to
do so, shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts to the extent paid
by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set forth in Section 3.06(a).


(c)              
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 such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 11.02(b).


(d)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


Section 11.03       
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may 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 shall at all times be an Eligible Asset Representations Reviewer, and shall resign if it fails to be
an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination Event) by giving
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the




    	 	- 490 -	 



     


    

Certificate Administrator and the applicable
Directing Holder. 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 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 shall
bear all costs and expenses of each party hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


Section 11.04       
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates or any Uncertificated Interest; provided, however, that such
prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its
personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining
access to such Affiliate’s information regarding its investment activities.


Section 11.05        
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 any 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 is given to the Asset Representations Reviewer
by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates evidencing at least 25% of the
Voting Rights; provided, however, that with respect to any such failure which is not curable within such 30-day period,
the Asset Representations Reviewer will have an additional cure period of 30 days to effect such cure so long as it has commenced
to cure such failure within the initial 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 hereunder in accordance with the Asset Review Standard
in any




    	 	- 491 -	 



     


    

material respect, which failure shall continue
unremedied for a period of thirty (30) days after the date written notice of such failure 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;


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


(v)             
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)            
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders and the Uncertificated VRR Interest Owner (and simultaneously deliver
such written notice to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 11.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.
If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts),
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,




    	 	- 492 -	 



     


    

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 Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any 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 of such requested vote to the Asset Representations
Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s Website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer.
Upon the affirmative vote of the Holders of Certificates evidencing at least 75% of the Voting Rights allocable to the Certificates of
those Holders that exercise their right to vote (provided that Holders representing the applicable Certificateholder Quorum exercise their
right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on which the aforementioned
notice was mailed to the Certificateholders)), 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 Certificateholders, on the
other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of
the Asset Representations Reviewer. In the event that Holders of the required Certificates entitled to Voting Rights representing at least
75% of the applicable Certificateholder Quorum elect to remove the Asset Representations Reviewer without cause and appoint a successor,
the successor asset representations reviewer shall 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 11.05,
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 30 days after
(1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset Representations
Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations Reviewer pursuant
to Section 11.05(b)), as applicable, shall appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Trustee shall provide written notice of the appointment of




    	 	- 493 -	 



     


    

an Asset Representations Reviewer to
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Holder and each Certificateholder
and the Uncertificated VRR Interest Owner within one Business Day of such appointment. 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, but not obligated, 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.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification and, if
an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03 of this Agreement,
and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner), the
Operating Advisor, the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative. 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).


Article
XII



MISCELLANEOUS PROVISIONS


Section 12.01     
Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate, receipt or
similar closing document delivered in connection with the closing of the transaction contemplated by this Agreement) in Portable Document
Format (PDF), Tagged




    	 	- 494 -	 



     


    

Image File Format (TIF or TIFF), .JPG or .JPEG
file format, or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.


Section 12.02       
Limitation on Rights of Certificateholders and the Uncertificated Interest Owners. The death or incapacity of any Certificateholder
or any Uncertificated Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
or Uncertificated Interest Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in
any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.


No Certificateholder or Uncertificated
Interest Owner shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, 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 and the Uncertificated Interest Owners from time to time
as partners or members of an association; nor shall any Certificateholder or Uncertificated Interest Owner be under any liability to any
third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


No Certificateholder or Uncertificated
Interest Owner shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this
Agreement, any Mortgage Loan or Serviced Whole Loan, unless such Person previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting Rights of
any Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the Certificate Administrator)
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. 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 of any Class shall have any right in any manner whatever by virtue of any provision
of this Agreement 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, or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class. It is understood and intended, and
expressly covenanted by each Uncertificated Interest Owner with every Certificateholder and the Trustee, that such Uncertificated Interest
Owner shall not have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of Certificates of any Class, or to obtain or seek to obtain priority over or preference to any such Holder, or
to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Uncertificated
Interest Owners. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.



    	 	- 495 -	 



     


    

Section 12.03                Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE
PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


Section 12.04       
Notices. Unless otherwise specifically provided in this Agreement, 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 if (a) personally delivered,
(b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be
deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service and received by
the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon by the parties)
and received by the addressee or (e) only with respect to any addressee of any party for which an electronic mail address is set forth
below, sent by electronic mail (provided, however, any notice provided by electronic mail shall not be considered delivered
until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following address(es), or as to each
such Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto in writing:


(i)             
in the case of the Depositor:


BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, NY 10036

Attention: Paul Vanderslice, Michael Birajiclian and David Schell

Email: Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com


with a copy to:


 


BMO Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


 


Email: BMOCMBSNotices@bmo.com


(ii)             
in the case of the Master Servicer:


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




    	 	- 496 -	 



     


    

10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: 1-888-706-3565


with a copy to:


 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, Missouri 64106-2150


Attention: Kenda K. Tomes


Fax number: (816) 412-9338


 


and with respect to e-mail pursuant to Section 12.06 and
Section 12.13 of 

this Agreement, to:


 


NoticeAdmin@midlandls.com


 


and with respect to any investor inquiry, to:


 


AskMidland@midlandls.com


(iii)           
in the case of the Special Servicer:


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


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: 1-888-706-3565


with a copy to:


 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, Missouri 64106-2150


Attention: Kenda K. Tomes


Fax number: (816) 412-9338


 


and with respect to e-mail pursuant to Section 12.06 and
Section 12.13 of 

this Agreement, to:


 


NoticeAdmin@midlandls.com


 


and with respect to any investor inquiry, to:


 


AskMidland@midlandls.com


 


 


(iv)            
in the case of the Certificate Administrator:




    	 	- 497 -	 



     


    

Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services – BMO2022-C3


with a copy to:


cts.cmbs.bond.admin@wellsfargo.com


trustadministrationgroup@wellsfargo.com


 


In the case of any transfer or surrender of a Risk Retention
Certificate 

pursuant to Article V:


 


Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS) – BMO2022-C3


with a copy to:


riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:


 


Computershare Trust Company, National Association


1055 10th Avenue SE


Minneapolis, Minnesota 55414


Attention: Document Custody Group – BMO2022-C3


with a copy to:


cmbscustody@wellsfargo.com


 


In the case of a surrender, transfer or exchange of a Certificate
other than a 

Risk Retention Certificate:


 


Computershare Trust Company, National Association


600 South 4th Street


7th Floor, MAC 9300-070


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services – BMO 2022-C3


 


(v)              
in the case of the Trustee:


Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services – BMO2022-C3


with a copy to:


cts.cmbs.bond.admin@wellsfargo.com


trustadministrationgroup@wellsfargo.com




    	 	- 498 -	 



     


    

(vi)            
 in the case of each of the Operating Advisor and the Asset 

Representations Reviewer:


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor


New York, New York 10016

Attention: BMO 2022-C3— Surveillance Manager






with copies sent contemporaneously via email to 

cmbs.notices@parkbridgefinancial.com,
and with respect to e-mail 

pursuant to Section 12.13 of this Agreement, at 

cmbs.notices@parkbridgefinancial.com


 


(vii)         
in the case of the Rating Agencies:


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@spglobal.com


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


Kroll Bond Rating Agency, LLC

845 Third Avenue, 4th Floor


New York, New York 10022


Attention: CMBS Surveillance


E-mail: cmbssurveillance@kbra.com






 


 


(viii)    
in the case of the Mortgage Loan Sellers:


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, NY 10036

Attention: Michael Birajiclian and David Schell

Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


with a copy to:


 




    	 	- 499 -	 



     


    

Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 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

Fax number: (646) 328-2943


with a copy to:


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


with a copy to:


Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


with copies by electronic mail to:


Richard Simpson at richard.simpson@citi.com

Ryan M. O’Connor at ryan.m.oconnor@citi.com

and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com


 


3650 Real Estate Investment Trust 2 LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


Email: compliance@3650REIT.com


 


LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022






    	 	- 500 -	 



     


    

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


 


UBS AG

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

email: henry.chung@ubs.com

facsimile number: (212) 821-2943



with a copy to:


UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

email: chad.eisenberger@ubs.com


 


Sabal Capital II, LLC


c/o Regions Bank


1900 5th Ave. N., Ste 1400


Birmingham, AL 35203


Attention:  Troy Marek


Email: troy.marek@regions.com


 


With a copy to:


 


c/o Regions Bank


615 S. College St.


Suite 500


Charlotte, NC 28202




    	 	- 501 -	 



     


    

Attention: Jennifer Boone


E-mail: Jennifer.Boone@Regions.com


 


With a copy to:


 


Greenberg Traurig, LLP


445 Hamilton Avenue


White Plains, NY 10601


Attention: Jarrid King


Email: Jarrid.King@gtlaw.com


 


With a copy to:


 


Greenberg Traurig, LLP


900 Stewart Avenue, 5th Floor


Garden City, NY 11530


Attention: Christine Spletzer


Email: Christine.Spletzer@gtlaw.com


 


ReadyCap Commercial, LLC


1320 Greenway Drive, Suite 560


Irving, Texas 75038


Attention: Legal


Email: sutherland@waterfallam.com and 

capitalmarkets@waterfallam.com


 


Sutherland Asset I, LLC


1251 Avenue of the Americas, 50th Floor


New York, New York, 10020


Attention: Legal


Email: sutherland@waterfallam.com and 

capitalmarkets@waterfallam.com


 


Starwood Mortgage Capital
LLC


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Leslie K. Fairbanks, Executive Vice President


Email: lfairbanks@starwood.com


 


with a copy by email to: jbeard@starwood.com


 


and with a copy to:


 


Starwood Property Trust, Inc.


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139




    	 	- 502 -	 



     


    

Attention: Heather Bennett


With copies by email to: hbennett@starwood.com and 

lnr.cmbs.notices@lnrproperty.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


Attention: Vanessa Orta


With a copy by email to: vorta@mccoy-orta.com


 


and with a copy by email to: mmoore-allen@mccoy-orta.com






(ix)            
in the case of the Underwriters:


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Michael Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMBSNotices@bmo.com


 


 


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

facsimile number: (212) 821-2943



with a copy to:


UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

email: chad.eisenberger@ubs.com


 




    	 	- 503 -	 



     


    

Citigroup Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


with a copy to:


Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


with a copy to:


Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


with copies by electronic mail to:


Richard Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


Regions Securities LLC


1180 West Peachtree Street, NW, Suite 1400


Atlanta, GA 30309


Attention: Joe Franke


Phone: 404.279.7563


Email: joseph.franke@regions.com


 


With a copy to:


1180 West Peachtree Street, NW, Suite 1400


Atlanta, GA 30309


Attention: Regions Securities Legal


 


Bancroft Capital, LLC


501 Office Center Drive, Suite 130


Fort Washington, Pennsylvania 19034


Attention: Steve Ivcic


fax number: (484) 373-4748


 


Drexel Hamilton, LLC


77 Water Street, Suite 701




    	 	- 504 -	 



     


    

New York, New York 10005


Attention: Alex Kim, Managing Partner, Head of Securitized Products


facsimile number: (646) 412-1500


 


(x)              
in the case of the Initial Purchasers:


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Michael Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


 


Email: BMOCMBSNotices@bmo.com


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

facsimile number: (212) 821-2943



with a copy to:


UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

email: chad.eisenberger@ubs.com


 


Citigroup Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


with a copy to:


Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013






    	 	- 505 -	 



     


    

Attention: Raul Orozco

Fax number: (347) 394-0898


with a copy to:


Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


with copies by electronic mail to:


Richard Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


Regions Securities LLC


1180 West Peachtree Street, NW, Suite 1400


Atlanta, GA 30309


Attention: Joe Franke


Phone: 404.279.7563


Email: joseph.franke@regions.com


 


With a copy to:


1180 West Peachtree Street, NW, Suite 1400


Atlanta, GA 30309


Attention: Regions Securities Legal


 


Bancroft Capital, LLC


501 Office Center Drive, Suite 130


Fort Washington, Pennsylvania 19034


Attention: Steve Ivcic


fax number: (484) 373-4748


 


Drexel Hamilton, LLC


77 Water Street, Suite 701


New York, New York 10005


Attention: Alex Kim, Managing Partner, Head of Securitized Products


facsimile number: (646) 412-1500


(xi)            
in the case of the initial Controlling Class Representative:


KKR Real Estate Credit Opportunity Partners
II L.P.


30 Hudson Yards, Suite 7500


New York, New York 10001


Attention: Matt Salem


Email: RESecurities@kkr.com




    	 	- 506 -	 



     


    

 


with a copy to:


 


Dechert LLP


Cira Centre


2929 Arch Street


Philadelphia, PA 19104


Attention: David Forti


Email: david.forti@dechert.com


 


 


(xii)         
in the case of the initial Risk Retention Consultation Party:


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, NY 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, NY 10036


Attention: Legal Department


 


Email: BMOCMBSNotices@bmo.com


 


Any communication required
or permitted to be delivered to a Certificateholder or an Uncertificated Interest Owner shall be deemed to have been duly given when mailed
first class, postage prepaid, to the address of such Holder or Uncertificated Interest Owner as shown in the Certificate Register. Any
communication required or permitted to be delivered to a Certificate Owner shall be deemed to have been duly given to the extent delivered
through the Depository. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder or the Uncertificated Interest Owner receives such notice. Notwithstanding anything contained
in this Section 12.04 to the contrary, nothing in this Section 12.04 shall constitute consent by any party hereto
to service of process upon such party by facsimile transmission, electronic mail or any other type of electronic transmission.


The obligation of any party
to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this Agreement
has received notice of the identity and contact information of such Other




    	 	- 507 -	 



     


    

Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact information
provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt of written notice
from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement
thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement
thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


Section 12.05       
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, to the extent permitted by applicable law, 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.


Section 12.06       
Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


(a)              
The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail
to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information
Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s
Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of
such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


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


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


(iii)           
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;




    	 	- 508 -	 



     


    

(iv)            
 the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


(v)              
the final payment to any Class of Certificateholders or any Uncertificated Interest Owner;


(vi)          
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest
Distribution Account or any Distribution Account;


(vii)          
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;
and


(viii)        
any change in the lien priority of a Mortgage Loan.


(b)              
The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5
Information Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the
terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents
to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other
than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such
notification) by electronic mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5
Information Provider’s Website:


(i)               
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


(ii)             
each of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


(iii)           
each of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


(iv)            
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, a copy
of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information is required
to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03(a) or Section 4.02(b);
and


(v)              
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, each
inspection report




    	 	- 509 -	 



     


    

prepared in connection with any inspection
conducted pursuant to Section 3.18 of this Agreement.


(c)              
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if
the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms
of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format), and
the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website
on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.


Section 12.07      
Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, any of the
Uncertificated Interest Owners or, as applicable, any Companion Loan Holder:


(a)              
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest
Owners;


(b)              
to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or to correct any error;


(c)              
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the
Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(d)              
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or
any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of
the Class R




    	 	- 510 -	 



     


    

Certificates, provided that the
Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR
(or any portion thereof) 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 any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


(e)              
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner, as evidenced by an Opinion of Counsel 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 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 3.30);


(f)               
to modify the procedures herein relating to Rule 17g-5; provided that (A) such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under this Agreement) and (B) such modification shall
not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further that notice of such modification is provided to all parties to this
Agreement; and


(g)              
to amend or supplement any provision of this Agreement to the extent necessary to maintain the 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 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 3.30);
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated
Interest Owner;


provided, further that no amendment
pursuant to any of clauses (a) through (g) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under




    	 	- 511 -	 



     


    

this Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under this Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the
affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the
consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity
as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless
the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in
which case such expense will be borne by the Trust.


This Agreement or any Custodial
Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of
the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders
and the Uncertificated Interest Owners; provided, however, that no such amendment shall:


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a
Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of
the Holder of that Certificate, that Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable;


(ii)        reduce
the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest, the Holders (or, in the case of the Uncertificated
Interests, the owners) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that
Class then outstanding or of the Uncertificated Interest Owners, as applicable;


(iii)       change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


(iv)       change
the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated
Interest Owners or (B) Rating Agency Confirmation;


(v)        without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated Interest Owners, that
is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to
any action or inaction under this Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to this
Agreement or (C) the




    	 	- 512 -	 



     


    

right of the Certificateholders to terminate
the Operating Advisor pursuant to this Agreement;


(vi)       adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


(vii)     adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


(viii)    change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial
Purchaser.


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective with
the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian (if
the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent required
by this Section, the Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders, the Mortgage Loan Sellers,
the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the Master Servicer
shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder,
each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder, post a copy of such amendment to the Certificate Administrator’s Website,
and deliver a copy of such amendment to the Rule 17g-5 Information Provider who shall post a copy of such amendment to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent of
Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters
or the Initial Purchasers, as applicable, under this Section 12.07 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan Holders,
the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations as the
Trustee may prescribe; provided, however, that such method shall always be by affirmation and in writing.


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the Master
Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian), and/or the
Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment
(or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate
Administrator for any purpose described in clause (a) or (b) of the first sentence of this Section 12.07, then at
the expense of the Trust Fund), to the effect that such amendment will not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify




    	 	- 513 -	 



     


    

as a grantor trust for federal income tax purposes
at any time that any Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate
tax rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion
of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (a),
(b), (c) or (e) (which does not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or
the Certificate Administrator, as applicable) of the first sentence of this Section 12.07, then at the expense of the Trust
Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent
to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian) and
the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the
Custodian’s (if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s, as applicable,
own rights, duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement shall provide (x) notice
of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a copy of the executed amendment no
later than the date of execution, to each Other Depositor (and counsel thereto) and Other Exchange Act Reporting Party under each Other
Pooling and Servicing Agreement (which may be by email) in order for each Companion Loan Holder to timely comply with its obligations
under the Exchange Act. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider,
for posting on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, prior
written notice of such proposed amendment.


Section 12.08        
Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such
loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all
principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable
prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in
the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established,
the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute
a security agreement under applicable law. This Section 12.08 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.


Section 12.09        
Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii)
the next sentence, no Persons other than a party to




    	 	- 514 -	 



     


    

this Agreement, any Companion Loan Holder (unless
it is the Mortgagor under the applicable Companion Loan or an Affiliate thereof), the Uncertificated Interest Owners and any Certificateholder,
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser
(with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights under
Section 2.02, Section 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder (in respect
of the rights afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Companion Loan
Holder under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article II,
Section 3.09(d)(i), Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged
Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f) and Section 5.03(i)), any Other
Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement), any Other Servicer
and Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification
of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination of Advances) and,
subject to Section 12.02 of this Agreement, any Certificateholder or any Uncertificated Interest Owner (which are intended
third-party beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder
(in the case of any Serviced Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such
Serviced Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was
a party hereto.


Without limiting the foregoing,
the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended
third-party beneficiary of this Agreement.


Section 12.10       
Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered
to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such
request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable, to the
Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or
a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information may be
requested. The notice shall set forth the applicable Sections where such reports and information are requested.


Section 12.11      
Waiver of Jury Trial. 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 12.12         Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE 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
SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE




    	 	- 515 -	 



     


    

FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE
OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED
BY LAW


 


Section 12.13      
Exchange Act Rule 17g-5 Procedures.


(a)              
Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this
Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency
regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage
Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage
Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or
initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates,
all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be
provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5
Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business
Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.
(or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response
if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5
Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.


(b)              
To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or
the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5
Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider
shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt of such response if received by 2:00 p.m. or, if received after




    	 	- 516 -	 



     


    

2:00 p.m., on the next Business
Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation
of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the
Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting
of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this
Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting
party believes is reasonably necessary for the applicable Rating Agency to make its decision.


(c)              
Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted
(but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement,
under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during
such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such
oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency
the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic
email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to
inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall
follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable
and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary,
communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website
in accordance with the procedures set forth in Section 12.13(h).


(d)              
Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses,
which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity),
joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a
third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or
other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such




    	 	- 517 -	 



     


    

Indemnifying Party’s breach of
Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g)
or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on
representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused
by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party
for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action
or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of
any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


(e)              
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting
in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s
failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies
that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if
the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5
Information Provider’s Website.


(f)               
None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing
information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard
to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special
Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating Agency in
connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are
redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the
Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt
of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information
Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information
to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special
Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of
Certificates (and the




    	 	- 518 -	 



     


    

party providing such information to a
Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)).


(g)              
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s
Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06
of this Agreement.


(h)              
The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make
available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic
document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5
Information Provider agree to do so in such format) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically
with a subject reference of “BMO 2022-C3” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


(i)                
all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


(ii)             
all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a),
12.13(b) and 12.13(c);


(iii)           
any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l)
or by the Depositor;


(iv)            
any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information
Provider by the Depositor; and


(v)              
any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


The 17g-5 Information
Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received
by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the
posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered
Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website.


The Rule 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. If any information is delivered
or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website.
The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained




    	 	- 519 -	 



     


    

actual knowledge of any information only by
receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable.
Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5
Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information
Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which
certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency)
requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on
the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is
submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received
after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency
to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address
so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding
delivery of information to the Rule 17g-5 Information Provider may be directed (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BMO 2022-C3” in the subject line) (or to such other telephone number or e-mail address as the
Rule 17g-5 Information Provider may designate).


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 12.13(h). Such information
shall be provided to the 17g 5 Information Provider via electronic media and delivered to the 17g 5 Information Provider as mutually agreed.
The Depositor shall not be entitled to direct the 17g 5 Information Provider to provide access to the Pre-Close Information or any other
information on the 17g 5 Information Provider’s Website to any designee or third party.


The 17g-5 Information
Provider shall provide a mechanism to promptly 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 thereto. In connection with
providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require
registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness
of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider
shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information was
delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “BMO 2022-C3” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5
Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices
to the electronic mail address(es) of such




    	 	- 520 -	 



     


    

Registered Rating Agency as provided by such
Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent
update of such electronic mail address(es) made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s
Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address(es)
of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


(i)                
In connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer,
Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document has
been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice or other document to
the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information
Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s
Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or
other document to the Rule 17g-5 Information Provider.


(j)                
With respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee
shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt
from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Outside
Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider under this Agreement
for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider shall post on the
17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


(k)              
The Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information
Provider that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


(l)                
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect
to the Mortgage Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS
Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance
with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website
any Form ABS Due Diligence-15E it receives directly from a Due




    	 	- 521 -	 



     


    

Diligence Service Provider or from another
party to this Agreement, in accordance with the timeframe provided in Section 12.13(h).


(m)            
Neither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided
by a third party requires obtaining a Form ABS Due Diligence-15E.


Section 12.14      
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 Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled
to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan Documents.
Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller,
at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions of any section of a Loan Agreement
or securitization cooperation agreement providing for indemnification of the lender and/or its loan seller affiliates with respect to
the current securitization of the related Trust Loan, including, without limitation, executing any documents as are reasonably necessary
to permit the related Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer,
Special Servicer or 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 Loan Documents, would adversely affect any Certificateholder or the Uncertificated
VRR Interest Owner, would cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust
for federal income tax purposes, 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 the above rights of a
Mortgage Loan Seller under this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


Section 12.15        
Electronic Signatures.


Each of the parties hereto
agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate,
receipt or similar closing document delivered in connection with the closing of this transaction) may be conducted by electronic means.
Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement (or, if applicable,
such closing document) using an electronic signature, it is signing, adopting, and accepting this Agreement or such closing document and
that signing this Agreement or such closing document using an electronic signature is the legal equivalent of having placed its handwritten
signature on this Agreement or such closing document on paper. 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.



    	 	- 522 -	 



     


    

Section 12.16                 PNC Bank, National
Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank,
National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National
Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank,
National Association.


 


[Signature Pages Follow]


 




    	 	- 523 -	 



     


    

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


	 	BMO COMMERCIAL MORTGAGE
	 		SECURITIES LLC., as Depositor
	 	 
	 	 
	 	By:	/s/
    Michael Birajiclian

	 	 	Name: Michael Birajiclian
	 	 	Title: Authorized Signatory


 


 




    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    

 


	 	MIDLAND LOAN SERVICES, A DIVISION

                                                              OF PNC BANK, NATIONAL ASSOCIATION,

                                                              as Master Servicer

	 	 
	 	 
	 	 
	 	By:	/s/
    David A. Eckels

	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President


 


 




    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    

 


	 	MIDLAND
    LOAN SERVICES, A DIVISION 
	 	 	OF PNC BANK, NATIONAL
	 	 	ASSOCIATION, as Special
    Servicer
	 	 
	 	By:	/s/
                                            David A. Eckels

	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President



 

 



    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    




	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	 	as
    Operating Advisor and as Asset
	 	 	Representations
    Reviewer
	 	 
	 	 
	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	Name:
    Robert J. Spinna, Jr.
	 	 	Title:
    Managing Member



 


 



    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    

 


	 	COMPUTERSHARE TRUST COMPANY,

                                                              NATIONAL ASSOCIATION, as Certificate

                                                              Administrator

	 	 
	 	 
	 	By:	/s/
                                            Anna M. Lopez

	 	 	Name:
    Anna M. Lopez
	 	 	Title:
    Vice President


 


 




    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    

 


	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION, as Trustee
	 	 
	 	 
	 	 
	 	By:	/s/
    Anna M. Lopez

	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President



 






    	 	BMO 2022-C3 – Pooling and Servicing Agreement	 



     


    
EXHIBIT A-1


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-1-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-1


	Pass-Through
    Rate: The WAC Rate minus 0.07400% 

per annum 3	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class A-1 

Certificates:  $7,733,000	Scheduled Final Distribution Date: the Distribution
    Date in November 2026
	 	 


 


	CUSIP:
                                            05602QAU7

     

     
	Initial Certificate Balance of
    this Certificate: $[_____]
	ISIN:
                                            US05602QAU76

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.







 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.43000% per annum.



    	 	A-1-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-1 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-1-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-1-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-1-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-1-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-1-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-1-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory


Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory







    	 	A-1-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1
Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number







    	 	A-1-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________. This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.





	 	By:    	  
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-1-11	 



    


    

EXHIBIT A-2


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-2-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-2


	Pass-Through
    Rate: The WAC Rate3	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class A-2 

Certificates:  $98,048,000	Scheduled Final Distribution Date: the Distribution
    Date in August 2027
	 	 


 


	
    CUSIP:  05602QAV5

     

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN: US05602QAV59

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 








 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.



    	 	A-2-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-2 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-2-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-2-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-2-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-2-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-2-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-2-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory


Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





 




    	 	A-2-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2
Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number







    	 	A-2-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-2-11	 



    


    

EXHIBIT A-3


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-3-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-3


	Pass-Through
    Rate:  The WAC Rate minus 0.04600% 

    per annum 3	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class A-3 

Certificates:  $13,327,000	Scheduled Final Distribution Date: the Distribution
    Date in November 2030
	 	 


 


	CUSIP: 
    05602QAW3

     

     
	Initial Certificate Balance of
    this Certificate: $[_____]
	ISIN:
    US05602QAW33

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any
provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class
X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.








 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.45800% per annum.



    	 	A-3-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-3 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month preceding
the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-3-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-3-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-3-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-3-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan in respect of any Mortgage Loans then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-3-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-3-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory


Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-3 Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





 




    	 	A-3-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates
to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number







    	 	A-3-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-3-11	 



    


    

EXHIBIT A-4


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-4-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-4


	Pass-Through
    Rate:  The lesser of 5.04910% per 

annum and the WAC Rate	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class A-4 

Certificates:  $151,000,000	Scheduled Final Distribution Date: the Distribution
    Date in August 2032
	 	 


 


	CUSIP: 
                                            05602QAX1

     

     
	Initial Certificate Balance of
    this Certificate: $[_____]
	ISIN:
                                            US05602QAX16

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any
provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class
X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.




    	 	A-4-2	 



    


    

The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-4 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding
the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to




    	 	A-4-3	 



    


    

any REO Property relating to a Whole Loan,
only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect of any REO Property
(but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole
Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in
any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any
REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating
to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of
Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that





    	 	A-4-4	 



    


    

the Trustee and the Certificate Administrator
have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect
in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove
any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation
RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization
transaction in light of such repeal;


	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating




    	 	A-4-5	 



    


    

Advisor without the consent of the Operating
Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the
applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an
amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R




    	 	A-4-6	 



    


    

Certificates representing greater than a 50%
Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part
of a Serviced Whole Loan, subject to certain rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan in respect of any Mortgage Loans then included
in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the
reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as
applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of
such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-4-7	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory


Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-4 Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory







    	 	A-4-8	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4 Certificates
to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number







    	 	A-4-9	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-4-10	 



    


    

EXHIBIT A-5


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-5-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-5


	Pass-Through Rate: The lesser of 5.31260% per annum

                                                                                and the WAC
Rate
	 
	 	 
	First Distribution Date: November 18, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October 2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-5

                                                            Certificates:  $216,694,000
	Scheduled Final Distribution Date: the Distribution Date in September 2032
	 	 


 


	
    CUSIP:  05602QAY9

     

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN: US05602QAY98

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-5 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.




    	 	A-5-2	 



    


    

The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-5 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to




    	 	A-5-3	 



    


    

any REO Property relating to a Whole Loan,
only to the extent of the Trust’s interest in the related Whole Loan); (iv) all revenues received in respect of any REO Property
(but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole
Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in
any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any
REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating
to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of
Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that





    	 	A-5-4	 



    


    

the Trustee and the Certificate Administrator
have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action
is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect
in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove
any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that
the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation
RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization
transaction in light of such repeal;


	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating




    	 	A-5-5	 



    


    

Advisor without the consent of the Operating
Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the
applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an
amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R




    	 	A-5-6	 



    


    

Certificates representing greater than a 50%
Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part
of a Serviced Whole Loan, subject to certain rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included
in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the
reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as
applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of
such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-5-7	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



 


Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-5
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





    	 	A-5-8	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5
Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


Date: _________________


 


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-5-9	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-5-10	 



    


    

EXHIBIT A-6


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 








 



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


2        Global Certificate legend.



    	 	A-6-1	 



    


    

 


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-SB


	Pass-Through Rate:  The WAC Rate3	 
	 	 
	First Distribution Date: November 18, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October 2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-

                                                            SB Certificates:  $11,207,000
	Scheduled Final Distribution Date: the Distribution Date in June 2031
	 	 


 


	
    CUSIP:  05602QAZ6

     

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:  US05602QAZ63

     

    

    

    
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and Class R
Certificates (together with the Class A-SB Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. 








 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.



    	 	A-6-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-SB Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-SB Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-6-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-6-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-6-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-6-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-6-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-6-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-SB
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





    	 	A-6-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-SB Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented by the within Class A-SB
Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following address:


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-6-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-6-11	 



    


    

EXHIBIT A-7


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-5 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.


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


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        Global Certificate legend.



    	 	A-7-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS X-A


	Pass-Through Rate:  Variable IO3	 
	 	 
	First Distribution Date: November 18, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October 2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-A

                                                                                Certificates:  $498,009,000
	Scheduled Final Distribution Date:  the Distribution Date in September 2032
	 	 


 


	
    CUSIP:  05602QBA0

     

     
	Initial Notional Amount of this Certificate: $[_____]
	
    ISIN: US05602QBA04

     

     
	 
	 	 
	
     

    No.: [1]
	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are 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 X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and
Class R Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator








 



3 The initial approximate Pass-Through Rate as of the Closing Date is 0.22359% per annum.



    	 	A-7-2	 



    


    

and as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class X-A Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.




    	 	A-7-3	 



    


    

As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced





    	 	A-7-4	 



    


    

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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-7-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-7-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-7-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-7-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
X-A Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





    	 	A-7-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A
Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-7-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-7-11	 



    


    

EXHIBIT A-8


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME
SERIES.


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        Global Certificate legend.



    	 	A-8-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS A-S


	Pass-Through Rate:  The WAC Rate3	 
	 	 
	First Distribution Date: November 18, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October 2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-S

                                                            Certificates:  $65,808,000
	Scheduled Final Distribution Date: the Distribution Date in September 2032
	 	 


 


	
    CUSIP:  05602QBC6

     

     
	Initial Certificate Balance of this Certificate: $[_____] 
	
    ISIN: US05602QBC69

     

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR and
Class R Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.








 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.



    	 	A-8-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class A-S Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their
Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year
after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-8-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-8-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-8-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-8-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-8-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-8-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





    	 	A-8-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S
Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-8-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number







    	 	A-8-11	 



    


    


EXHIBIT A-9


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON
THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


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        Global Certificate legend.



    	 	A-9-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS B


	Pass-Through
    Rate:  The WAC Rate3	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class B

                                                            Certificates:  $32,905,000
	Scheduled Final Distribution Date: the Distribution
    Date in September 2032
	 	 
	CUSIP:  05602QBD4

     

     
	Initial Certificate Balance of this Certificate:
    $[_____]
	ISIN:
                                            US05602QBD43

     

     
	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class A-S, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR
and Class R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 





 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.



    	 	A-9-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class B Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-9-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-9-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-9-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-9-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-9-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-9-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-9-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B
Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-9-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-9-11	 



    


    

EXHIBIT A-10


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON
THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


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        Global Certificate legend.



    	 	A-10-1	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS C


	Pass-Through
    Rate:  The WAC Rate3	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class C

                                                            Certificates:  $31,125,000
	Scheduled Final Distribution Date: the Distribution
    Date in September 2032
	 	 
	CUSIP:  05602QBE2

     

     
	Initial Certificate Balance of this Certificate:
    $[_____]
	ISIN:
    US05602QBE26

     

     
	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class A-S, Class B, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class K-RR
and Class R Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 





 



3 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.



    	 	A-10-2	 



    


    

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 Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class C Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto;




    	 	A-10-3	 



    


    

(ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date);
(iii) any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest
in the related Whole Loan); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling
and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any
Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold
Event Collateral; and (xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;





    	 	A-10-4	 



    


    

	(iv)		to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling





    	 	A-10-5	 



    


    

and Servicing Agreement); provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner;


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or





    	 	A-10-6	 



    


    

	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.




    	 	A-10-7	 



    


    

Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-10-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-10-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-10-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-10-11	 



    


    

EXHIBIT
A-11


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS X-D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 ANY SPONSOR, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY CONSULTING
PARTY, ANY INITIAL PURCHASER OR ANY OF THEIR AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT 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


 


 





 



1
       Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-11-1	 



    


    

HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A
“U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN
THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS AND 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.




    	 	A-11-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS X-D


	Pass-Through
    Rate:  Variable IO4	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-D


    Certificates:  $19,565,000	Scheduled Final Distribution Date:  the
    Distribution Date in September 2032
	 	 


 


	CUSIP:      05602QAA15

    U0946PAA66

    05602QAB97

    

    

	Initial Notional Amount of this
    Certificate: $[_____]
	ISIN:                US05602QAA138

    USU0946PAA679

    US05602QAB9510

     
	 
	Common Code: 254216194

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the
case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision





 



4 The initial approximate Pass-Through Rate as of the Closing Date is 3.00400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-11-3	 



    


    

of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-E, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class K-RR and Class R Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR
Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class X-D Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the
Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month preceding
the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate




    	 	A-11-4	 



    


    

Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest
shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-11-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-11-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-11-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-11-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date
of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-11-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF
AUTHENTICATION


This is one of the Class
X-D Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-11-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D
Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-11-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-11-12	 



    


    

EXHIBIT
A-12


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS X-E


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THIS CLASS X-E CERTIFICATE WILL NOT BE ENTITLED
TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


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


 


 





 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-12-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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.




    	 	A-12-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS X-E


	Pass-Through
    Rate:  Variable IO4	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class
    X-E

 Certificates:  $15,118,000	Scheduled Final Distribution Date:  the
    Distribution Date in October 2032
	 	 


 


	CUSIP:      05602QAC75

U0946PAB46

05602QAD57

    

    

	Initial Notional Amount of this
    Certificate: $[_____]
	ISIN:                US05602QAC788

USU0946PAB419

US05602QAD5110

     
	 
	Common Code: 254216216

     
	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any
provision of the Pooling and Servicing Agreement, such provision





 



4
The initial approximate Pass-Through Rate as of the Closing Date is 3.00400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-12-3	 



    


    

of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class K-RR and Class R Certificates (together with the Class X-E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR
Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class X-E Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the
Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-E Certificates is the calendar month preceding
the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate




    	 	A-12-4	 



    


    

Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest
shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-12-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-12-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-12-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-12-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date
of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-12-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-E Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF
AUTHENTICATION


This is one of the Class
X-E Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-12-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-E Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class X-E Certificate of the entire Percentage Interest represented by the within Class X-E Certificates
to the above-named Assignee(s) and to deliver such Class X-E Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-12-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-12-12	 



    


    

EXHIBIT A-13


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME
SERIES.


 






 



1        Temporary Regulation S Global Certificate legend.


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


3        Global 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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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.




    	 	A-13-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS D


	Pass-Through
    Rate:  2.50000% per annum	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class D

 Certificates:  $19,565,000	Scheduled Final Distribution
    Date: the Distribution Date in September 2032
	 	 


 


	CUSIP:      05602QAE34

U0946PAC25

05602QAF06




     
	Initial Certificate
    Balance of this Certificate: $[_____]
	ISIN:                US05602QAE357

USU0946PAC248

US05602QAF009

     

     
	 
	Common Code: 254216038	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing





 



4 For Rule 144A Certificates


5 For Regulation S Certificates


6 For IAI Certificates


7 For Rule 144A Certificates


8 For Regulation S Certificates


9 For IAI Certificates



    	 	A-13-3	 



    


    

Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class E, Class F-RR,
Class G-RR, Class J-RR, Class K-RR and Class R Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR
Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class D Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders




    	 	A-13-4	 



    


    

concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-13-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-13-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-13-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-13-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-13-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class D
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-13-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-13-11	 



    


    


DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number





    	 	A-13-12	 



    


    

EXHIBIT A-14


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS E


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON
THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-14-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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.




    	 	A-14-2	 



    


    

 


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS E


	Pass-Through
    Rate:  2.50000% per annum	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class E

 Certificates: $15,118,000	Scheduled Final Distribution Date: the Distribution
    Date in October 2032
	 	 


 


	CUSIP:      05602QAG84

    U0946PAD05

    05602QAH66

    


     
	Initial Certificate Balance of
    this Certificate: $[_____]
	ISIN:                US05602QAG827

USU0946PAD078

US05602QAH659

     

     
	 
	Common Code: 254216054	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any
provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing





 



4 For Rule 144A Certificates


5 For Regulation S Certificates


6 For IAI Certificates


7 For Rule 144A Certificates


8 For Regulation S Certificates


9 For IAI Certificates



    	 	A-14-3	 



    


    

Agreement are the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class F-RR,
Class G-RR, Class J-RR, Class K-RR and Class R Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR
Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class E Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding
the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders




    	 	A-14-4	 



    


    

concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-14-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-14-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-14-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-14-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-14-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
E Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




    	 	A-14-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates
to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number




    	 	A-14-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.






	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number







    	 	A-14-12	 



    


    


EXHIBIT A-15


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS F-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON
THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 








 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-15-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)
AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL 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.


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. 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-15-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS F-RR


	Pass-Through
    Rate:  The WAC Rate4	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class F-

RR Certificates: $8,893,000	Scheduled Final Distribution Date: the Distribution
    Date in October 2032
	 	 


 


	CUSIP:  05602QAJ25

    U0946PAE86

    05602QAK97

    


     
	Initial Certificate Balance of this
    Certificate: $[_____]
	ISIN:             US05602QAJ228

    USU0946PAE899

    US05602QAK9410

     

     
	 
	Common Code: 254216097	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class F-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict








 



4 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-15-3	 



    


    

between any provision of this Certificate and
any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class G-RR, Class J-RR, Class K-RR and Class R Certificates
(together with the Class F-RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class F-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F-RR Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If




    	 	A-15-4	 



    


    

within one year after the second notice any
Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-15-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-15-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder
in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such
amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-15-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-15-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-15-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F-RR Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory





Dated: October 7, 2022


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
F-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory







    	 	A-15-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class F-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class F-RR Certificate of the entire Percentage Interest represented by the within Class F-RR
Certificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number







    	 	A-15-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-15-12	 



    


    

EXHIBIT A-16


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS G-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON
THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 








 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-16-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)
AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL 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.


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. 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-16-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS G-RR


	Pass-Through
    Rate:  The WAC Rate4	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the
    Class G-

RR Certificates: $7,114,000	Scheduled Final Distribution Date: the Distribution
    Date in October 2032
	 	 


 


	CUSIP:  05602QAL75

    U0946PAF56

    05602QAM57

    


     
	Initial Certificate Balance of
    this Certificate: $[_____]
	ISIN:              US05602QAL778

    USU0946PAF549

    US05602QAM5010

     

     
	 
	Common Code: 254216127	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class G-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict 








 



4 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-16-3	 



    


    

between any provision of this Certificate and
any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class J-RR, Class K-RR and Class R Certificates
(together with the Class G-RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class G-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If




    	 	A-16-4	 



    


    

within one year after the second notice any
Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-16-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-16-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder
in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such
amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-16-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-16-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-16-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




Dated: October 7, 2022


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
G-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



 





    	 	A-16-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class G-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented by the within Class G-RR
Certificates to the above-named Assignee(s) and to deliver such Class G-RR Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number



 





    	 	A-16-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-16-12	 



    


    

EXHIBIT A-17


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS J-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME
SERIES.


 


 








 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-17-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)
AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL 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.


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. 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-17-2	 



    


    




BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS J-RR


	Pass-Through
    Rate:  The WAC Rate4	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate
    Balance of the Class J-RR

 Certificates: $7,115,000	Scheduled Final Distribution
    Date: the Distribution Date in October 2032
	 	 


 


	CUSIP:  05602QAN35

    U0946PAG36

    05602QAP87

    


     
	Initial Certificate
    Balance of this Certificate: $[_____]
	ISIN:             US05602QAN348

    USU0946PAG389

    US05602QAP8110

     

     
	 
	Common Code: 254216151	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class J-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict








 



4 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-17-3	 



    


    

between any provision of this Certificate and
any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class K-RR and Class R Certificates
(together with the Class J-RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class J-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class J-RR Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If




    	 	A-17-4	 



    


    

within one year after the second notice any
Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-17-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-17-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-17-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-17-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-17-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J-RR Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



Dated: October 7, 2022


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
J-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



 





    	 	A-17-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class J-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class J-RR Certificate of the entire Percentage Interest represented by the within Class J-RR
Certificates to the above-named Assignee(s) and to deliver such Class J-RR Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number



 





    	 	A-17-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number








    	 	A-17-12	 



    


    

EXHIBIT A-18


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS K-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL 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 GLOBAL 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 GLOBAL 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 GLOBAL 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 SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME
SERIES.


 


 








 



1        Temporary Regulation S Global Certificate legend.


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


3        Global Certificate legend.



    	 	A-18-1	 



    


    

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) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)
AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
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 GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL 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.


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. 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-18-2	 



    


    

 


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS K-RR


	Pass-Through
    Rate:  The WAC Rate[100]	 
	 	 
	First Distribution Date:
    November 18, 2022	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate
    Balance of the Class K-RR Certificates: $25,790,184	Scheduled Final Distribution
    Date: the Distribution Date in October 2032
	 	 


 


	CUSIP:  05602QAQ65

    U0946PAH16

    05602QAR47

    


     
	Initial Certificate
    Balance of this Certificate: $[_____]
	ISIN:             US05602QAQ648

    USU0946PAH119

    US05602QAR4810

     

     
	 
	Common Code: 254216178	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class K-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties held in trust by the Trustee and, other than in the case of the
Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict








 



4 The initial approximate Pass-Through Rate as of the Closing Date is 5.50400% per annum.


5 For Rule 144A Certificates


6 For Regulation S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation S Certificates


10 For IAI Certificates



    	 	A-18-3	 



    


    

between any provision of this Certificate and
any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class R Certificates
(together with the Class K-RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”) and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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, with respect to the Class K-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class K-RR Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If




    	 	A-18-4	 



    


    

within one year after the second notice any
Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the
Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and (xiv) the Loan REMIC Regular
Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;





    	 	A-18-5	 



    


    

	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the
transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that





    	 	A-18-6	 



    


    

notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the





    	 	A-18-7	 



    


    

percentages of Voting Rights of Certificateholders
that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders
to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate
the Operating Advisor pursuant to the Pooling and Servicing Agreement,


	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in
cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or
Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or
interests therein) then included in the Trust Fund




    	 	A-18-8	 



    


    

pursuant to Section 9.01(c) of the Pooling
and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the
Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the
date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the
Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-18-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class K-RR Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




Dated: October 7, 2022


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
K-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



 





    	 	A-18-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class K-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class K-RR Certificate of the entire Percentage Interest represented by the within Class K-RR
Certificates to the above-named Assignee(s) and to deliver such Class K-RR Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number



 




    	 	A-18-11	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number







    	 	A-18-12	 



    


    

EXHIBIT A-19


BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS R


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT
OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY ONLY
BE TRANSFERRED TO AND OWNED BY A QIB.


THIS CERTIFICATE MAY NOT
BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION 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 (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II)
AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS
WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN EACH OF THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. 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 AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS
SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), 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




    	 	A-19-1	 



    


    

FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR
TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED
WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO
A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S.
PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC
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.


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE,
AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.




    	 	A-19-2	 



    


    

BMO 2022-C3 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C3, CLASS R


	Percentage
    Interest:  [     ]%	 
	 	 
	Cut-Off Date:  With
    respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in October 2022 for that Mortgage Loan or Serviced Companion
    Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to October
    2022, the date that would have been its Due Date in October 2022 under the terms of that Mortgage Loan or Serviced Companion Loan,
    as applicable, if a Monthly Payment were scheduled to be due in that month).	 
	 	 


 


	CUSIP:05602QAS2

     
	 
	ISIN:           US05602QAS21

     
	 
	 	 
	No.:  [1]	 


This certifies that [           ]
is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage
Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class
B, Class C, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR, Class J-RR and Class K-RR Certificates (together with the
Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”)
and the Uncertificated VRR Interest.


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
the “residual interest” in each of three “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
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 and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.




    	 	A-19-3	 



    


    

Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in November 2022 (each such date, a “Distribution
Date”), 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 the aggregate amount, if any, with respect to the
Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written 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 distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or the failure of any Uncertificated
Interest Owners to surrender their Uncertificated Interests shall be set aside and held in trust for the account of the appropriate non
tendering Certificateholders or non-surrendering Uncertificated Interest Owners whereupon the Trust Fund shall terminate. If any Certificates
or Uncertificated Interests as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders or Uncertificated Interest Owners, as applicable, at their
last addresses shown in the Certificate Register, to surrender their Certificates or Uncertificated Interests, as applicable, for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any
Certificate or Uncertificated Interest shall not have been surrendered for cancellation, the Certificate Administrator may, directly or
through an agent, take appropriate steps to contact the remaining Certificateholders or Uncertificated Interest Owners, as applicable,
concerning surrender of their Certificates or Uncertificated Interests, as applicable. The costs and expenses of maintaining such funds
and of contacting Certificateholders or Uncertificated Interest Owners shall be paid out of the assets which remain held. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any Certificates or Uncertificated Interests
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof or the Uncertificated Interest Owners, as applicable. No interest shall accrue or be payable to any Certificateholder
or any Uncertificated Interest Owner on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
or such Uncertificated Interest Owner’s failure to surrender its Uncertificated Interest, as applicable, for final payment thereof
in accordance with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with
respect to any REO Property relating to a Whole Loan, only to the extent of the Trust’s interest in the related Whole Loan); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Whole Loan, only to the extent
of the Trust’s interest in the related Whole Loan); (v) the Master Servicer’s and the Trustee’s rights under the insurance
policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional




    	 	A-19-4	 



    


    

security for any Mortgage Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix)
the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights
under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; and
(xiv) the Loan REMIC Regular Interest.


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator 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.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, 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 the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or,
as applicable, any Companion Loan Holder:


	(i)		to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;



	(ii)		to correct or supplement any of its provisions which may be inconsistent with any other provisions of
the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change
would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced
by an opinion of counsel (at the expense of the party requesting the 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 (A) to the extent necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates
or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the





    	 	A-19-5	 



    


    

Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to
the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or
any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


	(v)		to make any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel 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 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 3.30 of the Pooling and Servicing Agreement);



	(vi)		to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not
be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations
under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests
of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is
then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further
that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the 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 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 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;



provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master




    	 	A-19-6	 



    


    

Servicer, the Special Servicer or the Trustee
is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which
are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder,
as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder,
as applicable,



	(ii)		reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders
(or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the
Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,



	(iii)		change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing
Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



	(iv)		change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders
and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,



	(v)		without the consent of 100% of the Certificateholders of the Class or Classes of Certificates or the Uncertificated
Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required
to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the
Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
Advisor pursuant to the Pooling and Servicing Agreement,



	(vi)		adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class
Certificateholders,



	(vii)		adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or



	(viii)		change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent
of the affected Underwriter or Initial Purchaser.



The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans (and in the case of any Mortgage Loan that is part of a Serviced Whole Loan, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided




    	 	A-19-7	 



    


    

for in the related Co-Lender Agreement) then
included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in
any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust
Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable
out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special
Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable,
with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any
unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and each Uncertificated Interest Owner, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and each Uncertificated Interest Owner) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date.
All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the
final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.




    	 	A-19-8	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Certificate Administrator

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory




Dated: October 7, 2022


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


Dated: October 7, 2022





	 	COMPUTERSHARE TRUST COMPANY, NATIONAL

                  ASSOCIATION, not in its individual capacity but solely

                  as Authenticating Agent

	 	 
	 	 
	 	 
	 	By:    	 
	 	 	Authorized Signatory



 





    	 	A-19-9	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R
Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


Date: _________________





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number



 





    	 	A-19-10	 



    


    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ___________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of _______________________________
account number _________________________________.
This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 





	 	By:    	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number







    	 	A-19-11	 



    


    

EXHIBIT
A-20


Form of Class S Certificate*


 


*Not Applicable. Because the Trust Fund will not include
ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific Grantor Trust Assets and the Class S Certificates will not
be issued.


 


 




    	 	A-20-1	 



    


    


EXHIBIT
A-21


Form of Class VRR Certificate*


 


 


*Not Applicable. No Class VRR Certificates will be
issued under this Agreement.


 


 






    	 	A-21-1	 



    


    



EXHIBIT B



MORTGAGE LOAN SCHEDULE


 




    	 	B-1	 



    


    









	BMO 2022-C3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Loan	Loan/Prop.	Seller	Property Name	Property Address	City	State	Zip Code	Flood Zone	Cutoff

 Balance	Interest

 Rate (%)	Rem. Term	Rem. Amort.	ARD (Y/N)	Maturity/

ARD Date	Final Mat Date	ARD Step 

Up (%)	Crossed Loan	Subservicer 

Fee Rate	Outside Servicing 

Fee Rate	Master Servicing 

Fee Rate	Primary Servicing 

Fee Rate	Is Mortgage Loan part of a 

Serviced Whole Loan? (Y/N)	Serviced Companion 

Loan Cut-Off Date Balance	Serviced Companion 

Loan Interest Rate	Serviced Companion Loan 

Remaining Term to Maturity/ARD	Serviced Companion 

Loan Maturity Date/ARD	Serviced Companion Loan 

Remaining Amortization Term	Serviced Companion

 Loan Servicing Fee Rate
	1	Loan	BMO, SMC	Park West Village(1)	784, 788 and 792 Columbus Avenue	New York	NY	10025	No	37,500,000.00	4.65000%	58	0	No	8/6/2027	8/6/2027	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	2	Loan	BMO	Kingston Square Apartments	7171 East Twin Oaks Drive	Indianapolis	IN	46226	No	37,000,000.00	5.82000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	Y	14,000,000.00	5.82000%	119	9/6/2032	0	0.00125%
	3	Loan	BMO	Yorkshire & Lexington Towers	Various	New York	NY	Various	 	37,000,000.00	3.04000%	56	0	No	6/6/2027	6/6/2027	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	3.01	Property	 	Yorkshire Towers	305 East 86th Street	New York	NY	10028	No	31,841,719.10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	Property	 	Lexington Towers	160 East 88th Street	New York	NY	10128	No	5,158,280.90	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	Loan	UBS AG	Phoenix Industrial Portfolio IX	Various	Various	Various	Various	 	37,000,000.00	6.11700%	120	0	No	10/6/2032	10/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	Y	38,000,000.00	6.11700%	120	10/6/2032	0	0.00125%
	4.01	Property	 	Memphis, TN	3456 Meyers Road	Memphis	TN	38108	Yes - AE	13,936,666.67	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	Property	 	Wetumpka, AL	3145 Elmore Road	Wetumpka	AL	36092	Yes - AE	11,593,333.33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	Property	 	Rockford, IL	4650 Shepherd Trail	Rockford	IL	61103	No	5,920,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	Property	 	Iowa City, IA	2500 Highway 6 East	Iowa City	IA	52240	No	3,774,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	Property	 	Versailles, KY	900 - 1000 Tyrone Pike	Versailles	KY	40383	No	1,776,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	Loan	LMF	50 Tice Corporate Center	50 Tice Boulevard	Woodcliff Lake	NJ	07677	No	36,500,000.00	5.88000%	119	360	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	6	Loan	LMF	Center Pointe Plaza I	1301-1325 Churchmans Road	Newark	DE	19713	No	34,966,339.88	6.18000%	119	359	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	7	Loan	SMC	Bayou City Portfolio	Various	Various	TX	Various	 	32,191,294.69	6.02000%	118	358	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	7.01	Property	 	Creekside Apartments	3120 Decker Drive	Baytown	TX	77520	No	13,307,207.58	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	Property	 	Oak Glen Apartments	5500 Antoine Drive	Houston	TX	77091	No	10,932,892.54	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	Property	 	Sterling Crossing Apartments	4503 South Kirkwood Road	Houston	TX	77072	Yes - AE	7,951,194.57	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	Loan	UBS AG	469 7th Avenue(2)	469 7th Avenue	New York	NY	10018	No	30,000,000.00	6.03000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	0.00000%	0.00125%	0.00125%	Y	68,000,000.00	6.03000%	119	9/6/2032	0	0.00125%
	9	Loan	CREFI	Wells Fargo Center Tampa(3)	100 Ashley Drive South	Tampa	FL	33602	Yes - AE	30,000,000.00	5.72000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00125%	0.00000%	0.00125%	0.00000%	Y	43,000,000.00	5.72000%	119	9/6/2032	0	0.00125%
	10	Loan	BMO	Saks Fulfillment Center	250 Highland Park Boulevard	Wilkes Barre	PA	18702	No	27,500,000.00	6.17000%	118	0	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	Y	32,500,000.00	6.17000%	118	8/6/2032	0	0.00125%
	11	Loan	CREFI	Lakes Medical Center	2300 Haggerty Road	West Bloomfield	MI	48323	No	27,000,000.00	5.99000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	12	Loan	CREFI	PHX Industrial & LA Retail Portfolio	Various	Various	Various	Various	 	24,500,000.00	5.93000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	12.01	Property	 	Chandler Tech Center	300 and 305 North 56th Street	Chandler	AZ	85226	No	21,679,900.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	Property	 	Winn Dixie Prairieville	17682 Airline Highway	Prairieville	LA	70769	No	2,820,100.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	Loan	BMO	ACME Mahwah	115-117 Franklin Turnpike	Mahwah	NJ	07430	Yes - AE	23,000,000.00	5.01500%	118	0	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	14	Loan	BMO	South Michigan Avenue	2014-2036 and 2100 South Michigan Avenue	Chicago	IL	60616	No	22,520,000.00	5.92000%	118	0	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	15	Loan	CREFI	Home2 Suites & Holiday Inn Express Phoenix Portfolio	Various	Phoenix	AZ	85008	 	22,300,000.00	5.59000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	15.01	Property	 	Home2 Suites by Hilton Phoenix Airport North	888 North 44th Street	Phoenix	AZ	85008	No	13,000,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	Property	 	Holiday Inn Express & Suites Phoenix Airport North	800 North 44th Street	Phoenix	AZ	85008	No	9,300,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	Loan	3650 REIT	La Habra Marketplace(4)	1641 West Imperial Highway	La Habra	CA	90631	No	20,000,000.00	3.70000%	110	0	No	12/5/2031	12/5/2031	 	NAP	0.00125%	0.00000%	0.00125%	0.00000%	Y	75,000,000.00	3.70000%	110	12/5/2031	0	0.00125%
	17	Loan	3650 REIT	Central States Industrial Portfolio(5)	Various	Various	Various	Various	 	20,000,000.00	5.51000%	118	0	No	8/5/2032	8/5/2032	 	NAP	0.00125%	0.00000%	0.00125%	0.00000%	Y	39,900,000.00	5.51000%	118	8/5/2032	0	0.00125%
	17.01	Property	 	Evergreen	12499 Evergreen Avenue	Detroit	MI	48228	No	4,570,951.59	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	Property	 	Empire A&B	7625 Empire Drive	Florence	KY	41042	No	4,200,333.89	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	Property	 	Lone Oak	1313 Loan Oak Road	Eagan	MN	55121	No	3,051,752.92	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	Property	 	Mound	24680 Mound Road	Warren	MI	48091	No	1,656,093.49	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	Property	 	Rochester	1842 & 1890 Rochester Industrial Drive	Rochester Hills	MI	48309	No	1,542,570.95	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.06	Property	 	Schoolcraft	39555 Schoolcraft Road	Plymouth Township	MI	48170	No	1,282,136.89	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.07	Property	 	Wayne	32713 Schoolcraft Road	Livonia	MI	48150	No	1,075,125.21	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.08	Property	 	Jeffries	34443 Schoolcraft Road	Livonia	MI	48150	No	1,048,414.02	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.09	Property	 	Eckels	12707 Eckles Road	Plymouth	MI	48170	No	851,419.03	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.10	Property	 	Martel	3120 Interstate 30	Little Rock	AR	72206	Yes - AE	721,202.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	Loan	BMO	Rising Sun Towne Centre	42-60 East Main Street	Rising Sun	MD	21911	No	17,750,000.00	6.04000%	120	0	No	10/6/2032	10/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	19	Loan	3650 REIT	Icon One Daytona	1820 Legends Lane	Daytona Beach	FL	32114	No	15,000,000.00	3.77000%	107	0	No	9/5/2031	9/5/2031	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	20	Loan	3650 REIT	Lakeshore Marketplace(6)	5103 South Harvey Street	Norton Shores	MI	49444	No	11,848,574.21	4.08000%	51	351	No	1/5/2027	1/5/2027	 	NAP	0.00125%	0.00000%	0.00125%	0.00000%	Y	9,656,588.03	4.08000%	51	1/5/2027	351	0.00125%
	21	Loan	ReadyCap	Union and Chaplin Industrial(7)	1051 Union Street and 1729 Chapin Road	Montebello	CA	90640	No	11,250,000.00	5.26100%	97	240	No	11/1/2030	11/1/2030	 	NAP	0.04000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	22	Loan	BMO	Bell Works	101 Crawfords Corner Road	Holmdel	NJ	07733	No	10,000,000.00	5.11000%	115	0	No	5/6/2032	5/6/2032	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	23	Loan	BMO	111 River Street	111 River Street	Hoboken	NJ	07030	Yes - AE	10,000,000.00	3.28000%	52	0	No	2/6/2027	2/6/2027	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	24	Loan	3650 REIT	Art Ovation Hotel(8)	1255 North Palm Avenue	Sarasota	FL	34236	Yes - AE	10,000,000.00	5.90000%	118	360	No	8/5/2032	8/5/2032	 	NAP	0.00125%	0.00000%	0.00125%	0.00000%	Y	47,500,000.00	5.90000%	118	8/5/2032	360	0.00125%
	25	Loan	BMO	3455 Veterans Hwy	3455 Veterans Memorial Highway	Ronkonkoma	NY	11779	No	10,000,000.00	5.63000%	118	0	No	8/6/2032	8/6/2032	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	26	Loan	BMO	Hampton Inn Richmond	1101 Technology Park Drive	Glen Allen	VA	23059	No	9,891,084.99	6.52000%	119	359	No	9/5/2032	9/5/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	27	Loan	ReadyCap	Centerbrooke Self Storage(7)	1032 Centerbrooke Lane	Suffolk	VA	23434	No	9,500,000.00	3.60000%	108	0	No	10/6/2031	10/6/2031	 	NAP	0.07000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	28	Loan	Sabal	Hayes Mechanical Industrial Portfolio	Various	Various	Various	Various	 	9,030,000.00	5.52000%	116	0	No	6/6/2032	6/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	28.01	Property	 	5959 South Harlem Avenue Building	5959 South Harlem Avenue	Chicago	IL	60638	No	5,773,450.07	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	Property	 	11825 Olive Street	11825 Olive Street	La Vista	NE	68128	No	1,437,481.91	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	Property	 	201 Tower Plaza	201 Tower Plaza	Belleville	IL	62220	No	967,033.29	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.04	Property	 	318 N 25th St	318 North 25th Street	Saginaw	MI	48601	Yes - AE, A1-A30	433,858.18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.05	Property	 	1201 Pontiac Court	1201 Pontiac Court	Export	PA	15632	No	418,176.56	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	Loan	Sabal	Fontainebleau Park Office Plaza	175 Fontainebleau Boulevard	Miami	FL	33172	Yes - AH	7,900,000.00	4.78000%	114	360	No	4/6/2032	4/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	30	Loan	BMO	A&R Hospitality Portfolio	Various	Various	Various	Various	 	7,250,000.00	6.06100%	119	360	No	9/1/2032	9/1/2032	 	NAP	NAP	0.00125%	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	30.01	Property	 	Fairfield Inn Orange Beach	3111 Loop Road	Orange Beach	AL	36561	Yes - AE	1,454,027.78	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.02	Property	 	Beachside Gulf Shores	610 West Beach Boulevard	Gulf Shores	AL	36542	Yes - AE	1,290,845.24	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.03	Property	 	Home2Suites Mobile	5460 Inn Road	Mobile	AL	36619	No	1,038,476.19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.04	Property	 	Home2Suites Daphne	8943 Sawwood Street	Daphne	AL	36527	No	933,984.13	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.05	Property	 	Staybridge Suites Gulf Shores	3947 Gulf Shores Parkway	Gulf Shores	AL	36542	No	885,305.56	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.06	Property	 	Gulf Shores Motel 6	3025 West 1st Street	Gulf Shores	AL	36542	Yes - AE	513,369.05	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.07	Property	 	Red Roof Pensacola	2591 Wilde Lake Boulevard	Pensacola	FL	32526	No	460,892.86	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.08	Property	 	Quality Inn Gulf Shores	213 West Fort Morgan Road	Gulf Shores	AL	36542	No	352,833.33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.09	Property	 	Red Roof Gulf Shores	3049 West 1st Street	Gulf Shores	AL	36542	Yes - AE	320,265.87	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	Loan	3650 REIT	Central Texas Self Storage	Various	Various	TX	Various	 	7,050,000.00	6.05000%	117	0	No	7/5/2032	7/5/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	31.01	Property	 	Copperas Cove	930 West Highway 190	Copperas Cove	TX	76522	No	2,831,799.16	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	Property	 	Killeen 	5708 East Rancier Avenue	Killeen 	TX	76543	No	2,300,836.82	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.03	Property	 	Morgan's Point 	1875 Morgan's Point Road	Morgan's Point Resort	TX	76513	No	1,165,167.36	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.04	Property	 	Temple 	4800 South 31st Street	Temple 	TX	76502	No	752,196.65	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	Loan	BMO	Bella Vista Village	270 East Hunt Highway	San Tan Valley	AZ	85143	No	6,500,000.00	5.64000%	117	0	No	7/6/2032	7/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	33	Loan	Sabal	Sunset Apartment Portfolio	Various	Bridgman	MI	49106	 	6,350,000.00	5.74000%	118	360	No	8/6/2032	8/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	33.01	Property	 	Sunset Landing	9587 Red Arrow Highway	Bridgman	MI	49106	No	3,018,852.45	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	Property	 	Sunset Dunes	4738, 4764, 4788, 4812, 4838 Lake Street and 9719, 9720 Karen Court	Bridgman	MI	49106	No	2,498,360.66	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.03	Property	 	Sunset Estates	9632-9648 Clark Street	Bridgman	MI	49106	No	832,786.89	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	Loan	ReadyCap	Warwick Self Storage(7)	14750 Warwick Boulevard	Newport News	VA	23608	No	6,175,000.00	3.51000%	108	0	No	10/6/2031	10/6/2031	 	NAP	0.07000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	35	Loan	SMC	Knoxville MHC Portfolio	Various	Various	TN	Various	 	5,794,120.35	5.90500%	119	359	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	35.01	Property	 	Island Estates I	904 Trotter Way & 2149 Ridge Road	Pigeon Forge	TN	37863	No	1,931,373.45	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	Property	 	Cove Lake South	452 Park Road	Caryville	TN	37714	No	1,677,245.36	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	Property	 	Midtown Estates	150 Midtown Park Circle	Harriman	TN	37748	No	914,861.11	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	Property	 	Island Estates II	510 Ridge Road	Sevierville	TN	37862	No	660,733.02	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.05	Property	 	Cove Lake North	103 Falin Lane	Caryville	TN	37714	No	609,907.41	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	Loan	Sabal	Super Mini Storage	7707 Stockton Boulevard	Sacramento	CA	95823	No	5,500,000.00	5.19000%	115	0	No	5/6/2032	5/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	37	Loan	ReadyCap	Village at Rankin(7)	3237 Yanceyville Street	Greensboro	NC	27405	No	5,500,000.00	3.78000%	107	360	No	9/1/2031	9/1/2031	 	NAP	0.07000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	38	Loan	BMO	Albertsons Clovis	1905 North Prince Street	Clovis	NM	88101	No	5,500,000.00	5.25000%	118	0	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	39	Loan	ReadyCap	LaGrange Pointe(7)	51 East Cossitt Avenue	La Grange	IL	60525	No	5,450,000.00	3.90000%	89	0	No	3/1/2030	3/1/2030	 	NAP	0.07000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	40	Loan	Sabal	Crowley Village	2000-2016 North Parkerson Avenue	Crowley	LA	70526	Yes - AE	5,185,000.00	5.67000%	117	360	No	7/6/2032	7/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	41	Loan	Sabal	Block Multifamily Portfolio	Various	Chicago	IL	60625	 	5,115,000.00	5.48000%	115	0	No	5/6/2032	5/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	41.01	Property	 	4944-4946 North Harding Avenue	4944-4946 North Harding Avenue	Chicago	IL	60625	No	1,979,017.86	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.02	Property	 	6442-6444 North Hamilton Avenue	6442-6444 North Hamilton Avenue	Chicago	IL	60645	No	1,644,107.14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.03	Property	 	4801 North Ridgeway Avenue	4801 North Ridgeway Avenue	Chicago	IL	60625	No	1,491,875.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	Loan	Sabal	Denton Multifamily	825-913 Juno Lane, 3800-3917 Huntington Road and 4008-4024 Sheraton Road	Denton	TX	76209	No	4,790,000.00	4.25000%	112	0	No	2/6/2032	2/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	43	Loan	Sabal	Scotland Court Industrial	22275 & 22325 South Scotland Court	Queen Creek	AZ	85142	No	4,100,000.00	5.62000%	117	360	No	7/6/2032	7/6/2032	 	NAP	0.08000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	44	Loan	LMF	561 Clinton Street	561 Clinton Street	Brooklyn	NY	11231	No	3,500,000.00	6.60000%	119	0	No	9/6/2032	9/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP
	45	Loan	ReadyCap	Greenhaven Townhouses(7)	1407 Spring Street	Charlotte	NC	28206	No	3,251,125.47	4.30000%	49	349	No	11/1/2026	11/1/2026	 	NAP	0.10000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	46	Loan	ReadyCap	Valley Paradise(7)	15420 Vanowen Street	Van Nuys	CA	91406	No	3,145,000.00	3.90300%	109	0	No	11/1/2031	11/1/2031	 	NAP	0.12000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	47	Loan	ReadyCap	Harbor View Apartments(7)	830-916 LaSalle Street and 1610 River Road	Jacksonville	FL	32207	Yes - AE	2,700,406.57	4.30000%	104	344	No	6/1/2031	6/1/2031	 	NAP	0.12000%	NAP	0.00125%	0.00000%	N	NAP	NAP	NAP	NAP	NAP	NAP
	48	Loan	LMF	2015 Walnut Street	2015 Walnut Street	Philadelphia	PA	19103	No	2,700,000.00	5.95000%	118	0	No	8/6/2032	8/6/2032	 	NAP	0.00000%	NAP	0.00125%	0.00125%	N	NAP	NAP	NAP	NAP	NAP	NAP



 


	 	Footnotes:	 
	 	(1)	The Park West Village mortgage loan (5.2%) is part of a whole loan as to which separate notes are being sold by Bank of Montreal and Starwood Mortgage Capital LLC.  The Park West Village whole loan was co-originated by Bank of Montreal, Starwood Mortgage Capital LLC, Citi Real Estate Funding Inc. and Park West Village Grand Avenue Partners, LLC.  The Park West Village mortgage loan is evidenced by three (3) promissory notes:  (i) note A-4, with an outstanding principal balance of $5,000,000 as of the cut-off date, as to each of which Bank of Montreal is acting as mortgage loan seller and (ii) note A-9, with an outstanding principal balance of $17,500,000 as of the cut-off date and note A-10, with an outstanding principal balance of $15,000,000 as of the cut-off date, as to each of which Starwood Mortgage Capital LLC is acting as mortgage loan seller.
	 	(2)	With respect to the 469 7th Avenue mortgage loan, from and after the related Servicing Shift Date, the Primary Servicing Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.
	 	(3)	With respect to the Wells Fargo Center Tampa mortgage loan, from and after the related Servicing Shift Date, the Subservicer Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.
	 	(4)	With respect to the La Habra Marketplace mortgage loan, from and after the related Servicing Shift Date, the Subservicer Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.
	 	(5)	With respect to the Central States Industrial Portfolio mortgage loan, from and after the related Servicing Shift Date, the Subservicer Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.
	 	(6)	With respect to the Lakeshore Marketplace mortgage loan, from and after the related Servicing Shift Date, the Subservicer Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.
	 	(7)	“ReadyCap” denotes the affiliated entities ReadyCap Commercial, LLC as Mortgage Loan Seller with respect to Loans 21, 27, 34, 37, 46 and 47, and Sutherland Asset I, LLC as Mortgage Loan Seller with respect to Loans 39 and 45.
	 	(8)	With respect to the Art Ovation Hotel mortgage loan, from and after the related Servicing Shift Date, the Subservicer Fee Rate shall be 0.00000%, the Outside Servicing Fee Rate shall be 0.00125%, the Serviced Companion Loan Servicing Fee Rate shall be 0.00000%, and such Mortgage Loan will no longer be part of a Serviced Whole Loan.



 




     


     


    



EXHIBIT C


FORM OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



Certificate Administrator: Computershare Trust Company, National Association


	Address:	9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services –
BMO 2022-C3







Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


__________________


	Certificates:	BMO 2022-C3 Mortgage Trust,
  Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]




The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Computershare Trust Company, National Association,
as Certificate Administrator, for the Holders of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.


(  )           Note dated
_________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.


(  )           Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________
in book/reel/docket ___________ of official records at page/image ________.


(  )           Deed of
trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of
_______ in book/reel/docket ____________ of official records at page/image.


 




    	 	C-1	 



    


    


(  )           Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office
of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


(  )           Other documents,
including any amendments, assignments or other assumptions of the Note or Mortgage.





	 	(  )	 	 
	 	 	 	 
	 	(  )	 	 
	 	 	 	 
	 	(  )	 	 
	 	 	 	 
	 	(  )	 	 





The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


(i)            The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside 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 Agreement.


(ii)           The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to become subject to,
or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or rights of set-off to or against the
Documents or any proceeds thereof.


(iii)          The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate Administrator when
the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have
been remitted to the Collection Account and except as expressly provided in the Agreement.


(iv)         The Documents and any
proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee, and the undersigned
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and any proceeds separate and
distinct from all other property in the undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer]’s
possession, custody or control.




    	 	C-2	 



    


    





	 	 
	 	[MASTER SERVICER/SPECIAL SERVICER]
	 	 	[OUTSIDE SERVICER/ OUTSIDE
	 	 	SPECIAL SERVICER]
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	Dated:	 	 





 





    	 	C-3	 



    


    


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 




    	 	D-1	 



    


    


 


 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Table of Contents
	Section	Pages
	Certificate Distribution Detail	2
	Certificate Factor Detail	3
	Certificate Interest Reconciliation Detail	4
	Additional Information	5
	Bond / Collateral Reconciliation - Cash Flows	6
	Bond / Collateral Reconciliation - Balances	7
	Current Mortgage Loan and Property Stratification	8-12
	Mortgage Loan Detail (Part 1)	13
	Mortgage Loan Detail (Part 2)	14
	Principal Prepayment Detail	15
	Historical Detail	16
	Delinquency Loan Detail	17
	Collateral Stratification and Historical Detail	18
	Specially Serviced Loan Detail - Part 1	19
	Specially Serviced Loan Detail - Part 2	20
	Modified Loan Detail	21
	Historical Liquidated Loan Detail	22
	Historical Bond / Collateral Loss Reconciliation Detail	23
	Interest Shortfall Detail - Collateral Level	24
	Supplemental Notes	25
	 	 
	 	 






	Contacts
	  Role	Party and Contact Information
	Depositor	BMO Commercial Mortgage Securities LLC, a Delaware limited liability company	 	 
	 	Paul Vanderslice	 	 
	 	151 West 42nd Street | New York, NY 10036 | United States
	Certificate Administrator	Computershare Trust Company, N.A.	 	 
	 	Corporate Trust Services (CMBS)	 	cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com
	 	9062 Old Annapolis Road | Columbia, MD 21045 | United States
	Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	 
	 	Attention: Executive Vice President – Division Head	 	NoticeAdmin@midlandls.com; AskMidland@midlandls.com
	 	10851 Mastin Street, Building 82, Suite 300 | Overland Park, KS 66210 | United States
	Special Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	 
	 	Attention: Executive Vice President – Division Head	 	NoticeAdmin@midlandls.com; AskMidland@midlandls.com
	 	10851 Mastin Street, Building 82, Suite 300 | Overland Park, KS 66210 | United States
	Operating Advisor & Asset Representations Reviewer	Park Bridge Lender Services LLC	 	 
	 	CMBS Notices	 	cmbs.notices@parkbridgefinancial.com
	 	600 Third Avenue, 40th Floor | New York, NY 10016 | United States
	Trustee	Computershare Trust Company, N.A.	 	 
	 	Corporate Trust Services (CMBS)	 	cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com
	 	9062 Old Annapolis Road | Columbia, MD 21045 | United States








	 	This report is compiled by Computershare Trust Company, N.A. from information provided by third parties. Computershare Trust Company,
N.A. has not independently confirmed the accuracy of the information.
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices.
In addition, certificate holders may register online for email notification when special notices are posted. For information or assistance
please call 866-846-4526.




 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 1 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Certificate Distribution Detail
	Class	CUSIP	Pass-Through Rate (2)	 	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance	Current Credit Support1	Original Credit Support1
	Regular Certificates
	A-1	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-2	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-3	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-4	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-5	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-SB	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	F-RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	G-RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	J-RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	K-RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	R	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	VRR Interest	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	Regular SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Certificates
	X-A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	Notional SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deal Distribution Total	 	 	 	0.00	0.00	0.00	0.00	0.00	 	 	 
	 	 
	*	Denotes the Controlling Class (if required)
	(1)	Calculated by taking (A) the sum of the ending certificate balance of all classes in a series less (B) the sum of (i) the ending certificate balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
	(2)	Pass-Through Rates with respect to any Class of Certificates on next month's Payment Date is expected to be the same as the current respective Pass-Through Rate, subject to any modifications on the underlying loans, any change in certificate or pool balance, any change in the underlying index (if and as applicable), and any other matters provided in the governing documents.






 



    
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	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Interest Shortfalls / (Paybacks)	Cumulative Interest Shortfalls	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance
	Regular Certificates
	A-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-SB	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F-RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G-RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	J-RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	K-RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	VRR Interest	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	Notional Certificates
	X-A	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-E	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 



 


    
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	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Certificate Interest Reconciliation Detail
	 	Class	Accrual Period	Accrual Days	Prior Cumulative Interest Shortfalls	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Interest Shortfalls / (Paybacks)	Payback of Prior Realized Losses	Additional Interest Distribution Amount	Interest Distribution	Cumulative Interest Shortfalls	 
	 	A-1	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-2	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-3	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-4	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-5	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-SB	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-S	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	F-RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	G-RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	J-RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	K-RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	VRR Interest	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 



 




    
	© 2021 Computershare. All rights reserved. Confidential.	Page 4 of 25




     


    



 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 



	Additional Information 



	 
	Total Available Distribution Amount (1)	0.00



	(1)	The Available Distribution Amount includes any Prepayment Premiums.



 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 5 of 25




     


    





	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Bond
/ Collateral Reconciliation - Cash Flows 


	Total Funds Collected


 


	 	Interest
	 	 	Interest Paid or Advanced	0.00
	 	 	Interest Reductions due to Nonrecoverability Determination	0.00
	 	 	Interest Adjustments	0.00
	 	 	Deferred Interest	0.00
	 	 	ARD Interest	0.00
	 	 	Net Prepayment Interest Excess / (Shortfall)	0.00
	 	 	Extension Interest	0.00
	 	 	Interest Reserve Withdrawal	0.00
	 	 	Total Interest Collected	0.00


 


	 	Principal
	 	 	Scheduled Principal	0.00
	 	 	Unscheduled Principal Collections	 
	 	 	Principal Prepayments	0.00
	 	 	Collection of Principal after Maturity Date	0.00
	 	 	Recoveries From Liquidations and Insurance Proceeds	0.00
	 	 	Excess of Prior Principal Amounts Paid	0.00
	 	 	Curtailments	0.00
	 	 	Negative Amortization	0.00
	 	 	Principal Adjustments	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Principal Collected	0.00


 


 


 


	 	Other
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Gain on Sale / Excess Liquidation Proceeds	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	Total Other Collected	0.00


 


	 	Total Funds Collected	0.00






	Total Funds Distributed


 


	 	Fees
	 	 	Master Servicing Fee	0.00
	 	 	Certificate Administrator Fee	0.00
	 	 	Trustee Fee	0.00
	 	 	CREFC® Intellectual Property Royalty License Fee	0.00
	 	 	Operating Advisor Fee	0.00
	 	 	Asset Representations Reviewer Fee	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Fees	0.00


 


	 	Expenses/Reimbursements
	 	 	Reimbursement for Interest on Advances	0.00
	 	 	ASER Amount	0.00
	 	 	Special Servicing Fees (Monthly)	0.00
	 	 	Special Servicing Fees (Liquidation)	0.00
	 	 	Special Servicing Fees (Work Out)	0.00
	 	 	Legal Fees	0.00
	 	 	Rating Agency Expenses	0.00
	 	 	Taxes Imposed on Trust Fund	0.00
	 	 	Non-Recoverable Advances	0.00
	 	 	Workout Delayed Reimbursement Amounts	0.00
	 	 	Other Expenses	0.00
	 	 	Total Expenses/Reimbursements	0.00


 


	 	Interest Reserve Deposit	0.00


 


	 	Payments to Certificateholders and Others
	 	 	Interest Distribution	0.00
	 	 	Principal Distribution	0.00
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Total Payments to Certificateholders and Others	0.00


 


	 	Total Funds Distributed	0.00








 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 6 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 





Bond
/ Collateral Reconciliation - Balances


	Collateral Reconciliation


	 	 	 	 	Total
	Beginning Scheduled Collateral Balance	0.00	 	 	0.00
	(-) Scheduled Principal Collections	0.00	 	 	0.00
	(-) Unscheduled Principal Collections	0.00	 	 	0.00
	(-) Principal Adjustments (Cash)	0.00	 	 	0.00
	(-) Principal Adjustments (Non-Cash)	0.00	 	 	0.00
	(-) Realized Losses from Collateral	0.00	 	 	0.00
	(-) Other Adjustments2	0.00	 	 	0.00
	 	 	 	 	 
	 Ending Scheduled Collateral Balance	0.00	 	 	0.00
	 Beginning Actual Collateral Balance	0.00	 	 	0.00
	 Ending Actual Collateral Balance	0.00	 	 	0.00






	Certificate Reconciliation


	 	Total
	Beginning Certificate Balance	0.00
	(-) Principal Distributions	0.00
	(-) Realized Losses	0.00
	 	Realized Loss and Realized Loss Adjustments on Collateral	0.00
	 	Current Period NRA1	0.00
	 	Current Period WODRA1	0.00
	 	Principal Used to Pay Interest	0.00
	 	Non-Cash Principal Adjustments	0.00
	 	Certificate Other Adjustments**	0.00
	Ending Certificate Balance	0.00









	NRA/WODRA Reconciliation
	 	Non-Recoverable Advances (NRA) from Principal	Workout Delayed Reimbursement of Advances (WODRA) from Principal
	Beginning Cumulative Advances	0.00	0.00
	Current Period Advances	0.00	0.00
	Ending Cumulative Advances	0.00	0.00
	 	 	 






	Under / Over Collateralization Reconciliation
	Beginning UC / (OC)	0.00
	UC / (OC) Change	0.00
	Ending UC / (OC)	0.00
	Net WAC Rate	0.00%
	UC / (OC) Interest	0.00







	 	 
	(1)	Current Period NRA and WODRA displayed will represent the portion applied as Realized Losses to the bonds.
	(2)	Other Adjustments value will represent miscellaneous items that may impact the Scheduled Balance of the collateral.
	**	A negative value for Certificate Other Adjustments represents the payback of prior Principal Shortfalls, if any.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 7 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool 


	Scheduled Balance
	
        Scheduled


        Balance

        	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Debt Service Coverage Ratio1
	
        Debt Service Coverage


        Ratio

        	
        # Of 


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 









	 	 
	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.




 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 8 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


	State3
	State	
        # Of 


        Properties

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1



	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



	Totals	 	 	 	 	 	 






	Property Type3
	Property Type	
        # Of


        Properties

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








Note: Please refer to footnotes on the next page
of the report.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 9 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool 


	Note Rate
	Note Rate	
        # Of 


        Loans

        	
        Scheduled 


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Seasoning
	Seasoning	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 









	 	 
	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.




 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 10 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool 


	Anticipated Remaining Term (ARD and Balloon Loans)
	
        Anticipated


        Remaining Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Amortization Term (ARD and Balloon Loans)
	
        Remaining


        Amortization Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	 	 
	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.




 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 11 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool 


	Age of Most Recent NOI
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Stated Term (Fully Amortizing Loans)
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 









	 	 
	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.




 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 12 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Mortgage
Loan Detail (Part 1) 

	Pros ID 	Loan ID	Loan Group	Prop Type (1)	City 	State	Interest Accrual Type	Gross Rate	Scheduled Interest	Scheduled Principal	Principal

Adjustments	Anticipated Repay Date	Original Maturity Date	Adjusted Maturity Date	Beginning Scheduled Balance	Ending Scheduled Balance	Paid 

Through

 Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	1
    Property Type Codes
	 	 	HC
    - Health Care	MU
    - Mixed Use	WH
    - Warehouse	MF
    - Multi-Family
	 	 	SS
    - Self Storage	LO
    - Lodging	RT
    - Retail	SF
    - Single Family Rental
	 	 	98
    - Other	IN
    - Industrial	OF
    - Office	MH
    - Mobile Home Park
	 	 	SE
    - Securities	CH
    - Cooperative Housing	ZZ
    - Missing Information/Undefined	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 13 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Mortgage
    Loan Detail (Part 2)
	Pros ID 	Loan Group	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date	Appraisal Reduction Date	Appraisal Reduction Amount	Cumulative ASER	Current P&I Advances	Cumulative P&I Advances	Cumulative Servicer Advances	Current NRA/WODRA from Principal	Defease Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 14 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Principal
    Prepayment Detail
	
	 	 	 	Unscheduled Principal 	Prepayment Premiums
	Pros ID	Loan Number	Loan

Group	Amount	 	Prepayment / Liquidation Code	Prepayment Premium Amount	Yield Maintenance Amount
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 
	 


	 	Note: Principal Prepayment Amount listed here may include Principal Adjustment Amounts on the loan in addition to the Unscheduled Principal
Amount


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 15 of 25




     


    


 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Historical
    Detail
	 	Delinquencies1	Prepayments	Rate and Maturities
	 	30-59 Days	60-89 Days	90 Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next Weighted Avg.	 
	Distribution Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	(1)	Foreclosure and REO Totals are included in the delinquencies aging categories.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 16 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






	Delinquency
    Loan Detail
	Pros ID	Loan ID	Paid Through Date	Months Delinquent	Mortgage

Loan

Status1	Current P&I Advances	Outstanding P&I Advances	
        Outstanding 


        Servicer


        Advances

        	Actual Principal Balance	
        Servicing 


        Transfer


        Date

        	Resolution

Strategy

Code2	Bankruptcy Date	Foreclosure Date	REO Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 



	 	1 Mortgage Loan Status
	 	 	A
    - Payment Not Received But Still in Grace Period	0
    - Current	4
    - Performing Matured Balloon
	 	 	B -
    Late Payment But Less Than 30 days  Delinquent	1 -
    30-59 Days Delinquent	5 -
    Non Performing Matured Balloon
	 	 	 	2 -
    60-89 Days Delinquent	6 -
    121+ Days Delinquent
	 	 	 	3 -
    90-120 Days Delinquent	 
	 	 	 	 	 





	 	2 Resolution Strategy Code
	 	 	1
    - Modification	6
    - DPO	10
    - Deed in Lieu of Foreclosures
	 	 	2 -
    Foreclosure	7 -
    REO	11-
    Full Payoff
	 	 	3 -
    Bankruptcy	8 -
    Resolved	12
    - Reps and Warranties
	 	 	4 -
    Extension	9 -
    Pending Return to Master Servicer	13
    -  TBD
	 	 	5 -
    Note Sale	98
    - Other	 








	 	Note: Outstanding P & I Advances include the current period advance.


 



    
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	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Collateral
Stratification and Historical Detail 


	Maturity Dates and Loan Status1



	 	Total	Performing	Non-Performing	REO/Foreclosure
	 			
	Past Maturity	0	0	0	0
	0 - 6 Months	0	0	0	0
	7 - 12 Months	0	0	0	0
	13 - 24 Months	0	0	0	0
	25 - 36 Months	0	0	0	0
	37 - 48 Months	0	0	0	0
	49 - 60 Months	0	0	0	0
	>
    60 Months	0	0	0	0












 

	Historical Delinquency Information



	 	Total	Current	30-59 Days	60-89 Days	90+ Days	REO/Foreclosure
	 					
	Nov-22	0	0	0	0	0	0
	Oct-22	0	0	0	0	0	0
	Sep-22	0	0	0	0	0	0
	Aug-22	0	0	0	0	0	0
	Jul-22	0	0	0	0	0	0
	Jun-22	0	0	0	0	0	0
	May-22	0	0	0	0	0	0
	Apr-22	0	0	0	0	0	0
	Mar-22	0	0	0	0	0	0
	Feb-22	0	0	0	0	0	0
	Jan-22	0	0	0	0	0	0
	Dec-21	0	0	0	0	0	0




	(1)	Maturity dates used in this chart are based on the dates provided by the Master Servicer in the Loan Periodic File.



















    
	© 2021 Computershare. All rights reserved. Confidential.	Page 18 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Specially
    Serviced Loan Detail - Part 1
	Pros ID	Loan ID	Ending Scheduled Balance	Actual Balance	Appraisal Value	Appraisal Date	Net Operating Income	DSCR	DSCR Date	Maturity Date	
        Remaining


        Amort Term

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 19 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Specially
    Serviced Loan Detail - Part 2
	Pros ID	Loan ID	Property Type1	State	
        Servicing


        Transfer


        Date

        	Resolution Strategy Code2	Special Servicing Comments
	 	 	 	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 





	 	1
    Property Type Codes
	 	 	HC - Health
    Care	MU - Mixed
    Use	WH - Warehouse
	 	 	MF - Multi-Family	SS - Self Storage	LO - Lodging
	 	 	RT - Retail	SF - Single Family Rental	98 - Other
	 	 	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined



 






	 	2
    Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in
    Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 








 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 20 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Modified
Loan Detail


	 	 	 	Pre-Modification	Post-Modification	 	 	 	 
	Pros ID	Loan Number	 	Balance	Rate	Balance	Rate	
        Modification 


        Code1

        	
        Modification Booking 


        Date

        	
        Modification

 Closing 


        Date

        	
        Modification

 Effective 


        Date

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


	1 Modification Codes
	 	1 - Maturity Date Extension	5 - Temporary Rate Reduction	8 - Other	 
	 	2 - Amortization Change	6 - Capitalization on Interest	9 - Combination	 
	 	3 - Principal Write-Off	7 - Capitalization on Taxes	10 - Forbearance	 
	 	 	 	 	 


	 	Note: Please refer to Servicer Reports for modification comments.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 21 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	Historical
    Liquidated Loan Detail
	Pros ID1	
        Loan


        Number

        	Dist.Date	
        Loan


        Beginning


        Scheduled


        Balance

        	
        Most Recent


        Appraised


        Value or BPO

        	
        Gross Sales


        Proceeds or


        Other


        Proceeds

        	
        Fees,


        Advances,


        and Expenses

        	
        Net Proceeds


        Received on


        Liquidation

        	
        Net Proceeds


        Available for


        Distribution

        	
        Realized Loss


        to Loan

        	
        Current 


        Period


        Adjustment to


        Loan

        	
        Cumulative


        Adjustment to


        Loan

        	
        Loss to Loan


        with


        Cumulative


        Adjustment

        	
        Percent of


        Original


        Loan


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	Current Period Totals	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 	 


 


	 	Note: Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 22 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







	 	 	Historical
    Bond / Collateral Loss Reconciliation Detail	 
	Pros ID	
        Loan


        Number

        	Distribution Date	
        Certificate 


        Interest Paid


        from Collateral


        Principal


        Collections

        	
        Reimb of Prior


        Realized Losses


        from Collateral


        Interest


        Collections

        	
        Aggregate


        Realized Loss to


        Loan

        	
        Loss Covered by


        Credit


        Support/Deal


        Structure

        	
        Loss Applied to


        Certificate


        Interest Payment

        	
        Loss Applied to


        Certificate


        Balance

        	
        Non-Cash 


        Principal


        Adjustment

        	
        Realized Losses


        from


        NRA/WODRA

        	
        Total Loss 


        Applied to


        Certificate


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 
	 	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 23 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 






Interest
Shortfall Detail - Collateral Level


	Pros ID	
        Interest


        Adjustments

        	
        Deferred


        Interest


        Collected

        	Special Servicing Fees	ASER	PPIS /  (PPIE)	
        Non-


        Recoverable


        Interest

        	
        Interest on


        Advances

        	
        Reimbursement of 


        Advances from


        Interest

        	
        Other


        Shortfalls /


        (Refunds)

        	
        Modified


        Interest


        Reduction /


        (Excess)

        
	Monthly	Liquidation	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: Interest Adjustments listed for each loan do not include amounts that were used to adjust the Weighted Average Net Rate of the mortgage
loans.	 	Collateral Shortfall Total	0.00


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 24 of 25




     


    

 


	Distribution
    Date:	11/17/22	BMO 2022-C3 MORTGAGE TRUST	
	Determination
    Date:	11/11/22
	Record
    Date:	10/31/22	Commercial Mortgage Pass-Through Certificates

Series 2022-C3
	 	 	 	 







Supplemental
Notes


	None


 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 25 of 25




     


    




EXHIBIT E


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


(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






		Re:	BMO
                                            2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing.


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 Global 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 Global 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:


(1)         the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 

 

 



*     Select
appropriate depository.


 

 



    	 	E-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” (as defined in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


(5)         the
transferee is an institution.


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


cc: BMO Commercial Mortgage Securities LLC


 


 


 



**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	 	E-2	 



    


    


EXHIBIT F


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


(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






		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global 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 Global 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 and, (i) with respect to transfers made in reliance on
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


(1)         the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),




    	 	F-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” (as defined in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable,


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


(5)         the
transferee is an institution.


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a
transaction permitted by Rule 144 under 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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Dated: ________


cc: BMO Commercial Mortgage Securities LLC


 





 



*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


**   Select
(i) or (ii), as applicable.







    	 	F-2	 



    


    


EXHIBIT G


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL 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






		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as October 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global 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 Global 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


 





 



*
    Select appropriate depository.


 




    	 	G-1	 



    


    


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


cc: BMO Commercial Mortgage Securities LLC


 




    	 	G-2	 



    


    


EXHIBIT H


FORM OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


(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




		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global Certificate of the Class specified above after the expiration of the Restricted Period,]
[For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is an institution that 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.


 




    	 	H-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, Trustee,
Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers
and the Underwriters.





 





		Dated:	 	 





		By: 	
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.





















    	 	H-2	 



    


    


 


EXHIBIT I


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL 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






		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__] 	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global 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:








 



*
    Select appropriate depository.




    	 	I-1	 



    


    


(1)         the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


[(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” (as defined in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


(5)         the
transferee is an institution.


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: ________


cc: BMO Commercial Mortgage Securities LLC


 





 



**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	 	I-2	 



    


    


EXHIBIT J


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL 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






		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global 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 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” (as defined in Regulation S);




    	 	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” (as defined in Regulation S) 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” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


(5)         the
transferee is an institution.


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


cc: BMO Commercial Mortgage Securities LLC


 


 


 



*      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	 	J-2	 



    


    


EXHIBIT K


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL 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






		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee. 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 Global 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 commenced or threatened in connection with which this certificate is or would be relevant, we




    	 	K-1	 



    


    


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Dated: _______


cc: BMO Commercial Mortgage Securities LLC




    	 	K-2	 



    


    


EXHIBIT L-1


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services - BMO 2022-C3


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)
                                            issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the
                                            “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
                                            LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                            Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
                                            and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
                                            as Certificate Administrator and as Trustee.	 











	STATE OF 	)	 
	 	)                	ss.:
	COUNTY OF                       	)	 




Capitalized terms not defined
herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


1.        I
am a [______] of [______] (the “Purchaser”), on behalf
of which I have the authority to make this affidavit.


2.        The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the “Lower-Tier
REMIC”, “Upper-Tier REMIC” and
the “Loan REMIC” (as referred to in the next sentence), respectively, relating to the Certificates for which an election is




    	 	L-1-1	 



    


    


to be or has been made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).
The REMIC created pursuant to a REMIC declaration effective as of August 17, 2022 (the “Loan REMIC”) holds the Icon
One Daytona Mortgage Loan and other related assets and has issued a class of uncertificated regular interests, 60% of which will be held
by the Lower-Tier REMIC, and a single residual interest, which will be represented by the Class R Certificates.


3.        The
Purchaser is not a “Disqualified Organization” (as
defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with
a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is any of the following: (i) the United States, a State or any political subdivision of a State,
any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that 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 any such governmental unit), (ii) a foreign government, International Organization or agency
or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1))
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric
and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar
based upon an opinion of counsel to the effect that any transfer to such Person may cause any Trust REMIC to be subject to tax or to fail
to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States”, “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code.


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. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such
Person 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 Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its
partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a
Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a 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.


6.        No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.




    	 	L-1-2	 



    


    


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 U.S. Tax Person.


8.                           Check
the applicable paragraph:


☐                           The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


(i)                       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)                      the
present value of the expected future distributions on such Class R Certificate; and


(iii)                   the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code (as in effect for tax years beginning on or before December 31, 2017) may be used in lieu
of the highest 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 Treasury Regulations 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




    	 	L-1-3	 



    


    


investment rates, prepayment and loss assumptions,
expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.


☐                           None of the above.


9.                            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


10.                      The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.                      The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to any Person
that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as to which the Purchaser
has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee.


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 (a) to the designation of the Certificate Administrator as the “partnership representative” within the
meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section
4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed to avoid (i) the
application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on the holders of the Class R Certificates.


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




    	 	L-1-4	 



    


    


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:





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:	 	 	 
				
	 	 	 	 
	 	 	 	 
	                                         	 	 	 


 


 




    	 	L-1-5	 



    


    


EXHIBIT L-2A


FORM OF TRANSFEROR LETTER for
transfer of class r certificates


[Date]


Computershare Trust Company, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services - BMO 2022-C3


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class R 	 



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as 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 Transfer Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined
in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations in
clause (9) of such Transfer Affidavit and Agreement are 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







    	 	L-2A-1	 



    


    


the future. The Transferor understands that
the transfer of the Residual Certificates may not be 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:







    	 	L-2A-2	 



    


    


EXHIBIT L-2B


FORM OF TRANSFEROR LETTER FOR TRANSFER
OF NON-BOOK ENTRY 

CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


[Date]


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services - BMO 2022-C3


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__]	 



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[______] aggregate
[principal balance][notional amount]][[__]% Percentage Interest] of the Class [___] Certificates (the “Transferred Certificate”)
which are held in the form of [a beneficial interest in the [Rule 144A][Regulation S] Global Certificate][Non-Book Entry Certificate]
of such Class (CUSIP No. [______]). The Transferor has requested a transfer of such [beneficial interest][Non-Book Entry Certificate]
for a Non-Book Entry Certificate of such Class (CUSIP No. [______]). The Certificates, including the Transferred Certificate, were issued
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


(1)      The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and all claims
and encumbrances whatsoever.


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept
a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from any person
in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other
manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of any Certificate under the




    	 	L-2B-1	 



    


    


Securities Act of 1933, as amended (the “Securities
Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act
or any state securities laws.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 




    	 	L-2B-2	 



    


    


EXHIBIT L-3


FORM OF TRANSFEREE LETTER


[Date]


 


	Computershare Trust Company, National 

Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CTS - Certificate Transfer Services - 

BMO 2022-C3	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian 

and David Schell

    Email: paul.vanderslice@bmo.com, 

Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com

     

	
    Computershare Trust Company, National 

Association,

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    Computershare Trust Company, National Association,

    as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

     
	 


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



Ladies and Gentlemen:


 




    	 	L-3-1	 



    


    


The undersigned (the “Purchaser”)
proposes to purchase [[$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of BMO 2022-C3
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [_], CUSIP No. [____], in certificated fully registered
form (such registered interest, the “Certificate”),] [$________ Uncertificated VRR Interest Balance of the Uncertificated
VRR Interest,] issued pursuant to that certain Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and
Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


[FOR TRANSFERS OF CLASS F-RR,
CLASS G-RR, CLASS J-RR OR CLASS K-RR Certificates: In connection with such transfer, the
Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not and will not be an employee benefit plan or other
plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of
which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other
person acting on behalf of any such Plan or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section
2510.3-101, or (ii) (1) is an insurance company, (2) the source of funds used to acquire or hold the Certificate or an interest therein
is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”)
95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan
(as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar
to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan or other plan
to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result
in a non-exempt violation of Similar Law.]


[FOR TRANSFERS OF CLASS VRR
Certificates: In connection with such transfer, the Purchaser hereby represents and warrants
to you that (A) either (i) the Purchaser is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or
section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other
plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S.
Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan
or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) the Certificate
is acquired by the Purchaser through BMO Capital Markets Corp., Citigroup Global Markets Inc. or UBS Securities LLC, (2) the Purchaser
is an insurance company, (3) the source of funds used to acquire or hold the Certificate or an




    	 	L-3-2	 



    


    


interest therein is an “insurance company
general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (4) the
conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) the Purchaser is not and will not be a governmental plan (as
defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar to
the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or
any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan or other plan to
acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in
a non-exempt violation of Similar Law.]


[FOR TRANSFERS OF CLASS R
or class s CERTIFICATES OR THE UNCERTIFICATED VRR INTEREST: In connection with such transfer, the Purchaser hereby represents and
warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or
section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other
plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S.
Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including an insurance company that is using the assets
of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include
assets of Plans)), or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a
governmental plan or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of
any such governmental plan or other plan or using the assets of such governmental plan to acquire the [Certificate][Uncertificated VRR
Interest].]


[FOR TRANSFERS OF CLASS R
CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


[FOR TRANSFERS OF CLASS S
CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an “accredited
investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended, or an entity in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]




    	 	L-3-3	 



    


    


IN WITNESS WHEREOF, the Purchaser
hereby executes this Representation Letter on the ___ day of _____, ____.





	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	L-3-4	 



    


    


EXHIBIT L-4


FORM OF INVESTMENT REPRESENTATION LETTER


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: CTS - Certificate Transfer Services 

- BMO 2022-C3
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, 

Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com

     

	
    Computershare Trust Company, National 

Association,

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    Computershare Trust Company, National 

Association,

    as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

     
	 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, Class [__] (the “Class [__] Certificates”)	 



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, on behalf of







    	 	L-4-1	 



    


    


the holders of BMO 2022-C3 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”), in connection with the transfer
by [             ] (the “Seller”) to the undersigned
(the “Purchaser”) of [$______ aggregate [principal balance] [notional amount] of Class [___] Certificates] [a Class
[___] Certificate representing a ___% Percentage Interest in the related Class], in certificated fully registered form (such registered
interest, the “Transferred Certificate”). Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.        Check
one of the following:1


☐        The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an entity meeting,
or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”)), and has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Transferred
Certificate 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, and has completed one of the forms of certification to that effect attached hereto as Annex
1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another QIB. 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. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


2.        The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b)
for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF ANY CERTIFICATES
OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the registration
requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt by the Certificate Registrar of a letter
substantially in the form hereof, (B) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (C) 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








 



1 Any
Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.


 




    	 	L-4-2	 



    


    


Act and other applicable laws (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has not been
registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors
in certain exempted transactions) as expressed herein.


3.        The
Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred Certificate
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.


4.        The
Purchaser has reviewed the Offering Circular dated September 20, 2022, relating to the Private Certificates (the “Offering Circular”)
and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Offering Circular.


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 Non-Book Entry 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 Transferred Certificate, 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” and it [will provide by electronic mail]2
[has attached hereto]3 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 Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser [will provide by electronic mail]4[has attached
hereto]5 (i) a duly executed IRS Form W-8BEN or W-8 BEN-E,
as applicable (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and states
that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred
Certificate(s) and state that interest and





 



2
 Applicable in the case of a transfer on the Closing Date


3
 Applicable in the case of a transfer subsequent to the Closing Date


4
 Applicable in the case of a transfer on the Closing Date


5
 Applicable in the case of a transfer subsequent to the Closing Date


 




    	 	L-4-3	 



    


    


original issue discount on the Transferred
Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate
Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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 Administrator 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 Administrator.


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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.       The Transferee agrees
to provide the applicable executed IRS form(s) referred to in paragraph 7 above, its payment instructions and its mailing address to the
Certificate Administrator by electronic mail to Anna.Lopez@Computershare.com.]6


[8.       Please make all payments
due on the Transferred Certificate:**


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





		Account number:	 	





		Institution:	 	



 


 


 


 






6      Applicable
in the case of a transfer on the Closing Date. 

**    Please select (a) or (b).







    	 	L-4-4	 



    


    


(b)       by
mailing a check or draft to the following address:





	 	 	 
	 	 	 
	 	 	 





The mailing address of the Purchaser is:







	 	 	 
	 	]7	





[9. The Class [__] Certificates
registered in the name of the Purchaser should be delivered to:





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	]8	 



 


 





 



7   Applicable in the case of a transfer
subsequent to the Closing Date


8   Not applicable to a Risk Retention
Certificate held in the Retained Interest Safekeeping Account by the Certificate Administrator







    	 	L-4-5	 



    


    


 


	 	 
	 	Very truly yours,
	 	 	 
	 	[Insert Name of Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 


Dated: ________________, 20__


 




    	 	L-4-6	 



    


    


ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Purchasers other than Registered Investment
Companies]


The undersigned hereby certifies as follows to
[Name of Seller] (the “Seller”) [, BMO Commercial Mortgage Securities LLC]9
and Computershare Trust Company, National Association, as Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the “Transferred Certificate”) as described in the Investment Representation Letter
to which this certification relates and to which this certification is an Annex:


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the “Purchaser”).


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis at least $______________________10
in securities (other than the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s
most recent fiscal year)] [the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance with
Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


		___	Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, limited liability company, or any organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended.



		___	Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory
or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than
16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and not more than 18 months preceding
such date of sale for a foreign bank or equivalent institution.



 





 



9     Delete
if the Seller is BMO Commercial Mortgage Securities LLC 

10   Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is
a dealer, and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 




    	 	Annex 1-1	 



    


    


		___	Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more
than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings and loan association, and not more
than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.



		___	Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended.



		___	Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner
or a similar official or agency of a State, U.S. territory or the District of Columbia.



		___	State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the benefit of its employees.



		___	ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, as amended.



		___	Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940, as amended.



		___	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection
(a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2
rather than this Annex 1.)






	 	 
	 	 
	 	 
	 	 
	 	 





3.             The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities
that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.




    	 	Annex 1-2	 



    


    


For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the securities referred to in this paragraph.


4.             For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser
used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the cost of those securities has been published, in which
case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned
by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared
in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s
direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise
and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


5.            The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in
reliance on Rule 144A.


___         ___                 Will the Purchaser be purchasing the Transferred
Certificate

Yes         No                   only for the Purchaser’s own account


6.            If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than
its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule
144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one
or more of the appropriate methods contemplated by Rule 144A.


7.            The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that
it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase,
promptly after they become available.




    	 	Annex 1-3	 



    


    


8.             Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificate was issued.








	 	Print Name of Purchaser



 


		By:	






		Name: 	






		Title: 	









		Date:	



 


 




    	 	Annex 1-4	 



    


    


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Purchasers that are Registered Investment
Companies]


The undersigned hereby certifies as follows to
[Name of Seller] (the “Seller”) [, BMO Commercial Mortgage Securities LLC]11
and Computershare Trust Company, National Association, as Certificate Registrar, with respect to the mortgage pass-through certificate
being transferred (the “Transferred Certificate”) as described in the Investment Representation Letter to which this
certification relates and to which this certification is an Annex:


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser
(the “Adviser”).


2.       The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or
invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities
(other than the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s most recent
fiscal year)] [the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities owned by
the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser or any
member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements
on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which
case the securities of such entity were valued at market.


		____	The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).



		____	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).



3.       The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)
that have the same investment adviser





 



11
   Delete if the Seller is BMO Commercial Mortgage Securities LLC




    	 	Annex 2-1	 



    


    


or investment advisers that are affiliated (by virtue of being majority
owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).


4.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or
are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph
were excluded.


5.       The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


___         ___              Will the Purchaser be purchasing the Transferred
Certificate

Yes         No               only for the Purchaser’s own account


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than
its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A,
and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more
of the appropriate methods contemplated by Rule 144A.


7.       The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until
such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificate was issued.









	 	Print Name of Purchaser or Adviser



 


		By:	






		Name: 	






		Title: 	









 








	 	IF AN ADVISER:



 





	 	Print Name of Purchaser


 








		Date: 	









 





 







    	 	Annex 2-2	 



    


    


 


 


 


 


 


 






    	 	Annex 2-3	 



    


    

EXHIBIT L-5A


FORM
OF TRANSFEREE Certificate for Transfer of UNCERTIFICATED vrr INTEREST 


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, 

Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com

     

	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    with a copy to:

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

     
	
    [Transferor]

    [________]



		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)
                                            issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the
                                            “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
                                            LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                            Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
                                            and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
                                            as Certificate Administrator and as Trustee	 



 




    	 	L-5A-1	 



    


    


Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


1.                 
[[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated
VRR Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”)
is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”)
to [_____] (“Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”)
is granting a security interest in the Uncertificated VRR Interest to [_____] (the “Transferee”) that is a Permitted
Lender.].


2.                 
The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with Sections 5.02 and
5.03 of the Pooling and Servicing Agreement.


3.                 
The Transferee is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register
any transfer of the Transferred Interest by the Transferee unless the transferee, or such transferee’s agent, delivers to the Certificate
Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


4.                 
If the Transferee (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan,
a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department
of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including an insurance company that is using the assets of separate
accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of
Plans)), or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental
plan or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or
prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any
such governmental plan or other plan or using the assets of such governmental plan to acquire the Transferred Interest.


5.                 
Check one of the following:


☐             The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of
the Transferor (a “Majority-Owned Affiliate”);



 




    	 	L-5A-2	 



    


    


		B.	The Purchaser is not acquiring the Transferred Interest 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 Transferred Interest, it will remain a
Majority-Owned Affiliate;



		C.	The Transferee is not a Non-Exempt Person; and



		D.	The Transferee 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 Transferred Interest will satisfy the
risk retention requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.



☐             The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


		A.	The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted
Lender”);



		B.	It is not acquiring an interest in the Transferred Interest as a nominee, trustee or agent for any person
that is not a Permitted Lender, and that for so long as it retains its interest in the Transferred Interest, it will remain a Permitted
Lender; and



		D.	The Transferee 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 an interest in the Transferred Interest
will satisfy the risk retention requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.



☐       The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


6.            Check
one of the following:


☐       The
Transferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


☐       The
Transferee 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 Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Transferee as the beneficial owner of the Transferred Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two
duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or




    	 	L-5A-3	 



    


    


(iii) two duly executed copies of
IRS Form W-8ECI (or successor form), which identify such Transferee as the beneficial owner of the Transferred Certificate(s) and state
that interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S.
trade or business. The Transferee agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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
Administrator 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 Administrator.


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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).


		7.	All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement should
be made to:






	 	[INSERT WIRE TRANSFER INFORMATION]
	 	 	 
	 	Bank:	 
	 	Account No.:	 
	 	Attention:	 
	 	Ref:	 
	 	ABA No.:	 








		8.	Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be provided
to:



 





	 	[INSERT CONTACT INFORMATION]
	 	 	 
	 	[NAME]	 
	 	[ADDRESS]	 
	 	Fax number:	 
	 	Telephone:	 
	 	 	 
	 	E-mail:	 



 









    	 	L-5A-4	 



    


    


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


IN WITNESS WHEREOF, the
Transferee has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


	 	 
	 	 
	 	[TRANSFEREE]
	 	 	
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	L-5A-5	 



    


    


  


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING
    PARTY] 12	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	[Medallion Stamp Guarantee]	 
	 	 	 
	 	 	 
	[BANK OF MONTREAL] 13	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	BMO COMMERCIAL MORTGAGE SECURITIES LLC	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


 





 



12
  Signature of Retaining Party is required if the Retaining Party is different than the transferor


13
  Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining
Party


 


 




    	 	L-5A-6	 



    


    



EXHIBIT L-5B


FORM
OF TRANSFEREE Certificate for Transfer of CLASS VRR CERTIFICATES 


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael

 Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com

     

	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Michael Birajiclian and David 

Schell

    Email: Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    with a copy to:

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

     
	
    [Transferor]

    [________ ]



		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)
                                            issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the
                                            “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
                                            LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                            Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
                                            and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
                                            as Certificate Administrator and as Trustee	 



 




    	 	L-5B-1	 



    


    

Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


1.                 
The Purchaser is acquiring from [__________] (the “Transferor”) $[_____] principal balance of the Class VRR
Certificates (the “Transferred Interest”).


2.                 
The Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register
any transfer of the Transferred Interest by the Purchaser unless the transferee, or such transferee’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.                 
If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of any ERISA Restricted
Certificate constituting a portion of the Transferred Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied
with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition of such ERISA Restricted Certificate will
be effected through BMO Capital Markets Corp., Citigroup Global Markets Inc. or UBS Securities LLC, or an affiliate thereof.


4.                 
Check one of the following:


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of
the Transferor (a “Majority-Owned Affiliate”).



		B.	The Purchaser is not acquiring the Transferred Interest 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 Transferred Interest, it will remain a
Majority-Owned Affiliate.



		C.	The Purchaser has executed and delivered a joinder agreement substantially in the form attached as Exhibit
C to the Vertical Credit Risk Retention Agreement, dated and effective as of [________] (the “Vertical Credit Risk Retention
Agreement”), between Bank of Montreal, [________] and the Depositor, pursuant to which the Purchaser has agreed to be bound
by the terms of the Vertical Credit Risk Retention Agreement to the same extent as if the Purchaser was the Transferor.



		D.	The Purchaser hereby makes each representation set forth in Section [4(b)] of the Vertical Credit Risk
Retention Agreement, other than the representations in





    	 	L-5B-2	 



    


    

Section [4(b)(viii)] and [4(b)(ix)]
[and except that it is a [_____], duly organized, validly existing and in good standing under the laws of [_____]].


		E.	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 its ownership of the Transferred Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation RR.



☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


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


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 









	 	[PURCHASER]  
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name
	 	 	Title:



 



    	 	L-5B-3	 



    


    

The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 


 


	[APPLICABLE RETAINING PARTY]14	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 
	[Medallion Stamp
Guarantee]	 
	 	 
	 	 
	 	 






	[BANK OF MONTREAL]15	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 
	 	 
	 	 






	BMO COMMERCIAL MORTGAGE SECURITIES LLC	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



 


 


 



14 Signature of Retaining Party is required if the
Retaining Party is different than the transferor


15 Signature of Retaining Sponsor is required if the
Retaining Sponsor is different than the applicable Retaining Party



    	 	L-5B-4	 



    


    

 


EXHIBIT L-5C


FORM
OF TRANSFEREE Certificate for Transfer of HrR INTEREST 


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services – 

BMO2022-C3

    with a copy to:

    cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com

     
	
    BMO Commercial Mortgage Securities LLC



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and 

David.Schell@bmo.com

     

	
    Bank of Montreal



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, NY 10036



    Attention: Michael Birajiclian and David 

Schell

    Email: Michael.Birajiclian@bmo.com 

and David.Schell@bmo.com

     
	
    BMO Commercial Mortgage Securities LLC



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Legal Department



    Email: BMOCMBSNotices@bmo.com

	
    with a copy to:

     

    Bank of Montreal



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, NY 10036



    Attention: Legal Department



    Email: BMOCMBSNotices@bmo.com

     
	
    [Transferor]

    [________ ]



 




    	 	L-5C-1	 



    


    

		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)
                                            issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the
                                            “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
                                            LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                            Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
                                            and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
                                            as Certificate Administrator and as Trustee.	 



Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


		5.	The Purchaser is acquiring from [__________] (the “Transferor”) Class F-RR, Class G-RR,
Class J-RR and Class K-RR Certificates in the principal balances set forth below (collectively, the “Transferred Interest”):



	Class 	Principal Balance
	Class F-RR	$
	Class G-RR	$
	Class J-RR	$
	Class K-RR	$


		6.	The Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar
will not register any transfer of the Transferred Interest by the Purchaser unless the transferee, or such transferee’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.



		7.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of any ERISA Restricted Certificate constituting a portion of the Transferred Interest, (a) all of the conditions of Parts I and III of
PTCE 95-60 will be satisfied with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition of such ERISA
Restricted Certificate will be effected through BMO Capital Markets Corp., Citigroup Global Markets Inc. or UBS Securities LLC, or an
affiliate thereof.



		8.	Check one of the following:





    	 	L-5C-2	 



    


    

☐        The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of
the Transferor (a “Majority-Owned Affiliate”).



		B.	The Purchaser is not acquiring the Transferred Interest 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 Transferred Interest, it will remain a
Majority-Owned Affiliate for so long as it is required to remain a Majority-Owned Affiliate under the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under any joinder agreement
to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.



		C.	The Purchaser has executed and delivered a joinder agreement, dated as of the date of the transfer, substantially
in the in the form attached as Exhibit A to the TPP Risk Retention Agreement, dated as of September 20, 2022 (the “TPP Risk Retention
Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal and KKR CMBS II Aggregator Type 1 L.P., pursuant
to which the Purchaser has agreed to be bound by the terms of the TPP Risk Retention Agreement to the same extent as if the Purchaser
was the Transferor itself.



☐        The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer Restriction Period.


☐        The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur on or after the fifth anniversary of the Closing Date (or such earlier date that such transfer is first permitted
under the TPP Risk Retention Requirements (as defined in the TPP Risk Retention Agreement) then in effect as reasonably agreed to by the
Retaining Sponsor) and that:


A.       The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Risk Retention Agreement, dated as of
September 20, 2022 (the “TPP Risk Retention Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal
and KKR CMBS II Aggregator Type 1 L.P.


B.       The
Purchaser has executed and delivered to the Retaining Sponsor a “Subsequent TPP Risk Retention Agreement” (as such term is
defined in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv) of the TPP Risk
Retention Agreement.




    	 	L-5C-3	 



    


    

C.        The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all the provisions,
and has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.


☐                       The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement, a Joinder Agreement
(as defined in the TPP Risk Retention Agreement) or a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement),
as applicable. Please provide additional information in the space below to explain:


	 
	 
	 
	 
	 
	 



 





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__.


 


	 	[PURCHASER]  
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name
	 	 	Title:



 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 


	[APPLICABLE RETAINING PARTY]	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



 



    	 	L-5C-4	 



    


    

 


	[Medallion Stamp Guarantee]	 
	 	 
	 	 
	 	 
	[BANK OF MONTREAL]16	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



 


 


 





 



16 Signature of Retaining Sponsor is required if the
Retaining Sponsor is different than the applicable Retaining Party



    	 	L-5C-5	 



    


    

 


EXHIBIT L-6A


FORM
OF TRANSFEROR Certificate for Transfer of Uncertificated VRR INTEResT


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     

	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Michael Birajiclian and David 

Schell

    Email: Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    with a copy to:

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

     
	
    [Transferor]

    [________ ]

	 	 
	 	 


 


	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,Series 2022-C3 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset	 



 





    	 	L-6A-1	 



    


    




 


		Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.	 






Ladies and Gentlemen:


[_____] (the “Transferor”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


		1.	[[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of
the Uncertificated VRR Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____]
(the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the
“Transferred Interest”) to [_____] (the “Transferee”) that is a Permitted Lender in a repurchase
transaction.] [[_____] (the “Transferor”) is granting a security interest in the $[____] Uncertificated VRR Interest
Balance of the Uncertificated VRR Interest (the “Transferred Interest”) to [_____] (the “Transferee”)
that is a Permitted Lender.]



		2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance
with the Pooling and Servicing Agreement.



		3.	The Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion
of the $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest by the Transferor unless the Transferor, or the
Transferor’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this
certificate. The Transferor expressly agrees that it will not consummate any such Transfer if it knows or believes that any representation
contained in such certificate is false.



		4.	Check one of the following:



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:



		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR (a
“Majority-Owned Affiliate”), of the Transferor; and



		B.	To the Transferor’s knowledge, the Transferee is not acquiring the Uncertificated VRR Interest as
a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate of the Transferor.



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction
Period, and that:



		A.	The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted
Lender”);





    	 	L-6A-2	 



    


    

		B.	The Transferor’s knowledge, the Transferee is not a Non-Exempt Person; and



		C.	To the knowledge of the Transferor, the Transferee is not acquiring an interest in the Uncertificated
VRR Interest as a nominee, trustee or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest
in the Uncertificated VRR Interest, it will remain a Permitted Lender.



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction
Period.



5.                                                                              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 L-5A. The Transferor does not know or believe that any representation contained therein is false.


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


 


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:





    	 	L-6A-3	 



    


    

 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]17	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	[Medallion Stamp Guarantee]	 
	 	 	 
	 	 	 



	[BANK OF MONTREAL] 18	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 






	BMO COMMERCIAL MORTGAGE SECURITIES LLC	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



 


 


 





 



17 Signature of Retaining Party is required if the
Retaining Party is different than the transferor


18 Signature of Retaining Sponsor is required if the
Retaining Sponsor is different than the applicable Retaining Party






    	 	L-6A-4	 



    


    

EXHIBIT L-6B


FORM
OF TRANSFEROR Certificate for Transfer of cLASS VRR CERTIFICATES


[Date]


 


	
    Computershare Trust Company, National 

Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     

	
    [Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Michael Birajiclian and David 

Schell

    Email: Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	
    with a copy to:

     

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com]19

     
	
    [Transferor]

    [________ ]



 


 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)	 




Ladies and Gentlemen:


 


 



19
Include only if the Transferor is not the Retaining Sponsor




    	 	L-6B-1	 



    


    

This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] principal
balance of the Class VRR Certificates (the “Transferred Interest”).


The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


		5.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



		6.	Check one of the following:



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:



		C.	The transfer is in compliance with the Vertical Credit Risk Retention Agreement, between Bank of Montreal,
[________] and the Depositor, dated and effective as of [________] (the “Vertical Credit Risk Retention Agreement”).



		D.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR,
of the Transferor.



		E.	The Transferor has complied in all material respects with all of the covenants in the Vertical Credit
Risk Retention Agreement during the period from the date of the Vertical Credit Risk Retention Agreement through and including the date
of this transfer.



		F.	All of the representations and warranties made by the Transferor in the Vertical Credit Risk Retention
Agreement are true and correct as of the date of the transfer.



		G.	All of the requirements set forth in Section [3(c)] of the Vertical Credit Risk Retention Agreement have
been complied with through and including the date of the transfer.



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction
Period.





    	 	L-6B-2	 



    


    

		7.	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 L-5B. 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:



 




    	 	L-6B-3	 



    


    

 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]20	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	[Medallion Stamp Guarantee]	 
	 	 	 



	[BANK OF MONTREAL]21	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



	BMO COMMERCIAL MORTGAGE SECURITIES LLC	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 



 


 


 





 



20 Signature of Retaining Party is required if the
Retaining Party is different than the transferor


21 Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party



    	 	L-6B-4	 



    


    

EXHIBIT L-6C


FORM
OF TRANSFEROR Certificate for Transfer of HRR INTEREST


[Date]


 


	
    Computershare Trust Company, 

National Association,

    as Certificate Registrar

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage 

Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     

	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, NY 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, NY 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

     
	
    BMO Commercial Mortgage 

Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	 	 


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”)	 



Ladies and Gentlemen:




    	 	L-6C-1	 



    


    

This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class F-RR, Class
G-RR, Class J-RR and Class K-RR Certificates in the principal balances set forth below (collectively, the “Transferred Interest”):


 


	Class 	Principal Balance
	Class F-RR	$
	Class G-RR	$
	Class J-RR	$
	Class K-RR	$


The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


		1.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



		2.	Check one of the following:



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:



		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR,
of the Transferor.



		B.	The transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement, dated as of
September 20, 2022 (the “TPP Risk Retention Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal
and KKR CMBS II Aggregator Type 1 L.P., and all of the requirements set forth in Section 3(b) of the TPP Risk Retention Agreement have
been complied with through and including the date of the transfer.



		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the





    	 	L-6C-2	 



    


    

transfer will occur after the termination
of the HRR Interest Transfer Restriction Period.


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date (or such
earlier date that such transfer is first permitted under the TPP Risk Retention Requirements (as defined in the TPP Risk Retention Agreement)
and that:



		A.	The transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement (the “TPP
Risk Retention Agreement”), dated as of September 20, 2022 (the “TPP Risk Retention Agreement”), between
BMO Commercial Mortgage Securities LLC, Bank of Montreal and KKR CMBS II Aggregator Type 1 L.P., and all of the requirements set forth
in Section 6 of the TPP Risk Retention Agreement have been complied with through and including the date of the transfer.



		☐	The Transferor is otherwise permitted to transfer the Transferred Interest under the terms of the TPP
Risk Retention Agreement, a Joinder Agreement (as defined in the TPP Risk Retention Agreement) or a Subsequent TPP Risk Retention Agreement
(as defined in the TPP Risk Retention Agreement), as applicable. Please provide additional information in the space below to explain:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



		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 L-5C. The Transferor does not have knowledge, after reasonable due diligence,
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:





    	 	L-6C-3	 



    


    

 






    	 	L-6C-4	 



    


    

The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 








	[APPLICABLE RETAINING PARTY]22	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 
	[Medallion Stamp Guarantee]	 
	 	 	 
	 	 	 



	[BANK OF MONTREAL]23	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name	 
	 	Title:	 
	 	 	 
	 	 	 


 





 



22
Signature of Retaining Party is required if the Retaining Party is different than the transferor


23
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party 



    	 	L-6C-5	 



    


    

EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


	Midland Loan Services, a Division of 

    PNC Bank, National Association, 
     as Master Servicer and as Special 

    Servicer 

    10851 Mastin Street, Suite 700 

    Overland Park, Kansas 66210 

    Attention: Executive Vice President – 

    Division Head Fax number: (888) 706-3565 

    Email: NoticeAdmin@midlandls.com    	
    Computershare Trust Company, National 

Association,

    as Certificate Administrator and as 

Trustee

    9062 Old Annapolis Road



    Columbia, Maryland 21045



    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com

	 	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th
    Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance

    Manager

    (with a copy sent contemporaneously via

    email to

    cmbs.notices@parkbridgefinancial.com)

     

     





 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 




In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:




    	 	M-1A-1	 



    


    

1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the Class
___ Certificates][Uncertificated VRR Interest Owner][prospective purchaser of the Uncertificated VRR Interest][Risk Retention Consultation
Party][Serviced Companion Loan Holder][Companion Loan Holder Representative], and is not the Controlling Class Representative or a Controlling
Class Certificateholder.


2.       The
undersigned has received a copy of the Prospectus.24


3.       The
undersigned is not a Borrower Party.


4.        Check
one of the following:


		☐	The undersigned is a Risk Retention Consultation.



		☐	The undersigned is not a Risk Retention Consultation Party.



5.       Check
one of the following:


		☐	The undersigned is not requesting disclosure of, or access to, Information with respect to a Whole
Loan.



		☐	The undersigned is requesting disclosure of, or access to, Information with respect to a Whole Loan, and
the undersigned is neither a Directing Holder nor a Consulting Party (other than a Risk Retention Consultation Party).



		☐	The undersigned is requesting disclosure of, or access to, Information with respect to a Whole Loan, and
the undersigned is a Directing Holder or a Consulting Party (other than a Risk Retention Consultation Party), and (check one of the following):



		☐	the undersigned is not a “borrower party”, “borrower restricted party”,
“restricted holder” or any other analogous concept under the related Co-Lender Agreement.



		☐	the undersigned is a “borrower party”, “borrower restricted party”, “restricted
holder” or any other analogous concept under the related Co-Lender Agreement.



6.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master
Servicer’s website][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 Agreement.


 





 



24
Only required for a Certificateholder, a Certificate Owner, an Uncertificated VRR Interest Owner, a Risk Retention Consultation
Party or a prospective purchaser of a Certificate (or an investment advisor or manager of the foregoing).




    	 	M-1A-2	 



    


    

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 its holding or purchasing the related Certificates
or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to
this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and
such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


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.


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer 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.


8.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned
is deemed to have recertified that the representations and covenants contained herein remain true and correct.


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.


 


	 	[[Investment advisor or manager of a]
	 	[Certificateholder][Certificate
	 	Owner][Uncertificated VRR Interest
	 	Owner][Prospective Purchaser][Risk Retention
	 	Consultation Party][Serviced Companion Loan
	 	Holder][Companion Loan Holder
	 	Representative]




		By:	






		Name: 	






		Title: 	






		Company: 	



		Phone: 	





 



    	 	M-1A-3	 



    


    

 


 


 






    	 	M-1A-4
	 



    


    

EXHIBIT M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


	Midland Loan Services, a Division of PNC 

    Bank, National Association, 
     as Master Servicer and as Special 

    Servicer 10851 Mastin Street, Suite 700 

    Overland Park, Kansas 66210 

    Attention: Executive Vice President – 

    Division Head 

    Fax number: (888) 706-3565 

    Email: NoticeAdmin@midlandls.com    	
    Computershare Trust Company, National 

Association,

    as Certificate Administrator and as 

Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com

	 	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

     



 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:




    	 	M-1B-1	 



    


    

1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


2.       The
undersigned is not a Borrower Party.


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website.


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 its holding or 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 Trustee, 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, unless required to do so by law.


The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended
(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification attached
as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and Exhibit M-1G to
the Agreement.






6.       To the
extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information
to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any
Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


7.       The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.




    	 	M-1B-2	 



    


    

8.       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 Agreement to each of the addressees 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 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 day and year written above.


 


	 	[The Controlling Class Representative][a 

Controlling Class Certificateholder]



		By:	






		Name: 	






		Title: 	






		Company: 	










    	 	M-1B-3	 



    


    

EXHIBIT M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


[Date]


	
    Midland Loan Services, a Division of PNC 

Bank, National Association,



    as Master Servicer and as Special Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – 

Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance

    Manager

    (with a copy sent contemporaneously via

    email to

    cmbs.notices@parkbridgefinancial.com)

     

	 	 
	
     

    Computershare Trust Company, National 

Association

    as Certificate Administrator and as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com
	 


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].




    	 	M-1C-1	 



    


    

2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage Loans”):


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to certain
information (the “Information”) on the Certificate Administrator’s Website.


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 its holding or 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 Trustee, 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, unless required to do so by law.


The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended
(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review or
use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans 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 Agreement.


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information
to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any
Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any 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.




    	 	M-1C-2	 



    


    

7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


8.       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 Agreement to each of the addressees 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 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 day and year written above.


 


 


	 	[The Controlling Class Representative][a 

Controlling Class Certificateholder]











		By:	






		Name: 	






		Title: 	






		Company: 	










    	 	M-1C-3	 



    


    

EXHIBIT M-1D


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE, a Controlling Class Certificateholder, A RISK RETENTION CONSULTATION
PARTY AND/OR A THE UNCERTIFICATED VRR INTEREST OWNER)


[Date]


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association,

    as Master Servicer and as Special Servicer



    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – 

Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
     

    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

     

	 	 
	
    Computershare Trust Company, National 

Association

    as Certificate Administrator and as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com
	 


		Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage
                                            Pass-Through Certificates, Series 2022-C3	 



In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:




    	 	M-1D-1
	 



    


    

1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the Class
___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


2.       The
undersigned is not the Controlling Class Representative or a Controlling Class Certificateholder.


3.       The
undersigned is not a Risk Retention Consultation Party and is not the Uncertificated VRR Interest Owner.


4.       The
undersigned has received a copy of the Prospectus.25


5.       Check
all applicable box(es):


 ☐        The
undersigned is a Borrower Party 


 ☐        The undersigned
is a Directing Holder or a Consulting Party (other than the Controlling Class Certificateholder or a Risk Retention Consultation Party)
with respect to a Whole Loan and the undersigned is a “borrower party”, “borrower restricted party”, “restricted
holder” or any other analogous concept under the related Co-Lender Agreement.


.The undersigned is
requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on the Certificate
Administrator’s Website.


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 its holding or purchasing the related Certificates
or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to
this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and
such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


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.


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset





 



25
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment advisor
or manager of the foregoing).




    	 	M-1D-2
	 



    


    

Representations Reviewer, the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer 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.


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


9.       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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the 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 day and year written above.


 


 





	 	[[Investment advisor or manager of a]
	 	 	[Certificateholder][Certificate
	 	 	Owner][Prospective Purchaser]]
	 	 	[Serviced Companion Loan Holder][Companion
	 	 	Loan Holder Representative]



		By:	






		Name: 	






		Title: 	






		Company: 	



		Phone: 	








    	 	M-1D-3
	 



    


    

EXHIBIT M-1E


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for A Risk Retention Consultation Party OR THE UNCERTIFICATED VRR INTEREST OWNER)


[Date]


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association,

    as Master Servicer and as Special Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President –

    Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
     

    Park Bridge Lender Services LLC,

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

	 	
     

     

	
    Computershare Trust Company, National 

Association

    as Certificate Administrator and as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com
	 


		Re:	BMO
2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
	 



In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Risk Retention Consultation Party or the Uncertificated VRR Interest Owner.




    	 	M-1E-1
	 



    


    

2.       The
undersigned has received a copy of the Prospectus.


3.       Check
all applicable box(es):


 ☐         The undersigned
is a Borrower Party


☐       The
undersigned is a Consulting Party with respect to a Whole Loan and the undersigned is a “borrower party”, “borrower
restricted party”, “restricted holder” or any other analogous concept under the related Co-Lender Agreement.



4.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on
the Certificate Administrator’s Website.


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 its holding or purchasing the related Certificates
or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to
this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and
such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


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.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage
Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property (which shall include any
Major Decision Reporting Package, 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 Mortgage Loan Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination,
Collateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered
by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)
a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), whether on the Certificate Administrator’s Website or otherwise, the undersigned hereby
agrees that it (i) will not provide any such information to (A) any related Borrower Party, (B) 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




    	 	M-1E-2
	 



    


    

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 limitations 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 Mortgage Loan) shall be considered
information that is aggregated with information of other Mortgage Loans at a pool level.


6.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer 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 agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


8.       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 Agreement to each of the addressees 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 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 day and year written above.


 


 





	 	[Ris	k Retention Consultation Party] [Uncertificated
	 	 	VRR Interest Owner]





		By:	






		Name: 	






		Title: 	






		Company: 	



		Phone: 	






 



    	 	M-1E-3
	 



    


    

EXHIBIT M-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


[Date]


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association,

    as Master Servicer and as Special Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – 

Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
     

    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

	 	 
	
    Computershare Trust Company, National

    Association

    as Certificate Administrator and as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com
	 


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



THIS NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING
CLASS MORTGAGE LOAN” RELATING TO THE BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING
AGREEMENT.


In accordance with Section 4.02(a) of the Pooling
and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”), between BMO Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:




    	 	M-1F-1
	 



    


    

1.                 
 The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Whole Loan(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


3.                 
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 or Control Termination Event is in effect
with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage
Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


4.                 
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G 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 related to the Excluded Controlling Class Mortgage Loans and made available on
the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i) is no longer an Excluded
Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the termination
of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification in accordance with Section
4.02(a) of the Agreement.


5.                 
The undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and
the Trust Fund from any damage, loss,




    	 	M-1F-2
	 



    


    

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 Controlling Class Mortgage Loans listed in Paragraph
2 above.


6.            The undersigned agrees that each time it accesses
the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations and covenants contained
herein remain true and correct.


 


7.            Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to certain
information (the “Information”) on the Certificate Administrator’s Website. 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 its holding or 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 Trustee, 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, unless required to do so by law. 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.


8.            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 hereby agrees that it (i) will not directly or indirectly provide such
Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of
the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged
Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any 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.


9.                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 Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


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


IN WITNESS WHEREOF, 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 day and year written above.




    	 	M-1F-3
	 



    


    




	 	[Co	ntrolling Class Representative] [a Controlling
	 	Cla	ss
Certificateholder]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:



 



    	 	M-1F-4
	 



    


    

EXHIBIT M-1G


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 – 

BMO 2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com
	 


 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



In accordance with Section 4.02(a) of the Pooling
and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”), between BMO Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


1.                 
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Whole Loan(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 



 



    	 	M-1G-1
	 



    


    

3.                 
 The following CTSLink User IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BMO 2022-C3 Mortgage Trust securitization should be revoked as to such users:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage 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 Controlling Class Mortgage 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 M-1B
to the Pooling and Servicing Agreement.


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


IN WITNESS WHEREOF, 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 day and year written above.





	 	[Co	ntrolling Class Representative] [a Controlling
	 	Cla	ss
Certificateholder]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:



Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC




    	 	M-1G-2
	 



    


    

The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


Computershare Trust Company,
National Association,


Certificate Administrator







	 	 
	Name:	 
	Title:	 
	 	 










    	 	M-1G-3
	 



    


    

EXHIBIT M-1H


Form
of Certification of the Controlling Class Representative


 


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association,

    as Master Servicer and as Special Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division

    Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
     

    Computershare Trust Company, National 

Association,

    as Certificate Administrator and as 

Trustee



    9062 Old Annapolis Road



    Columbia, Maryland 21045

    Attention: Corporate Trust Services – 

BMO 2022-C3



    with a copy to:



    cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com

     

	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer 600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

     
	 


 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial
  Mortgage Pass-Through Certificates, Series 2022-C3	 




In accordance with Section
6.09(d) of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”), between BMO Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust
Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


2.       The
undersigned is not a Borrower Party.




    	 	M-1H-1
	 



    


    

3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which party
is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the Pooling and
Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight courier, (b) mailed
by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator is specified in the notice
provisions of the Pooling and Servicing Agreement, by electronic mail.


5.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


[INSERT ADDRESS]


6.       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.





	 	[The Controlling Class Representative]
	 	
	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 




    	 	M-1H-2
	 



    


    

EXHIBIT M-1I


Form
of Certification of A Risk Retention Consultation Party


	
     

    Midland Loan Services, a Division of PNC 

Bank, National Association,

    as Master Servicer and as Special Servicer



    10851 Mastin Street, Suite 700



    Overland Park, Kansas 66210



    Attention: Executive Vice President – Division 

Head



    Fax number: (888) 706-3565



    Email: NoticeAdmin@midlandls.com

     
	
     

    Computershare Trust Company, National 

Association

    as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com

	
     

    Computershare Trust Company, National 

Association

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045



    Attention: Corporate Trust Services – BMO 

2022-C3

    With a copy to: 

cts.cmbs.bond.admin@wellsfargo.com

    trustadministrationgroup@wellsfargo.com

     
	
     

    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor



    New York, New York 10016



    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via

    email to 

cmbs.notices@parkbridgefinancial.com)

	
     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     
	
     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	 	 


 


	 	Re:	BMO 2022-C3 Mortgage Trust,
  Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 




In accordance with Section
6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and Servicing Agreement, the undersigned
hereby certifies and agrees as follows:




    	 	M-1I-1
	 



    


    

1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


2.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


[INSERT ADDRESS OF RISK
RETENTION CONSULTATION PARTY]


3.       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 , (b) mailed by registered
mail, postage prepaid or (c) if the electronic mail address of the Certificate Administrator is specified in the notice provisions of
the Pooling and Servicing Agreement, by electronic mail.


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.





	 	[RISK RETENTION
CONSULTATION PARTY]
	 	
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



Dated:                              




    	 	M-1I-2
	 



    


    

EXHIBIT M-2A


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


 


	Attention:	 	BMO 2022-C3 Mortgage Trust,
  Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 




In accordance with the
requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.         The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount]
of $[________]][representing a [__]% Percentage Interest in the applicable Class].


2.         The
undersigned has received a copy of the Prospectus.


3.         The
undersigned is not a Borrower Party.


4.         The
undersigned is not an Uncertificated VRR Interest Owner.


5.         The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage
Loan Seller, and the undersigned is not prohibited from such exercise of



 




    	 	M-2A-1
	 



    


    

Voting Rights based on the definition of
“Certificateholder” in the Agreement by reason of acting in such capacity.


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded
Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of its Affiliate acting in such capacity.



		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage
Loan Seller or an Affiliate of any of the foregoing.



6.         The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer 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.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.














	 	[Certificateholder] [Certificate Owner]



		By:	






		Name: 	






		Title: 	






		Company: 	



		Phone: 	









 




    	 	M-2A-2
	 



    


    

EXHIBIT M-2B


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR BORROWER PARTY


 


[Date]


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


 


	Attention:	 	BMO 2022-C3 Mortgage Trust,
  Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 




In accordance with the
requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.         The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount]
of $[________]][representing a [__]% Percentage Interest in the applicable Class].


2.         The
undersigned has received a copy of the Prospectus.


3.         The
undersigned is a Borrower Party.


4.         Check
one of the following:


 ☐       The
undersigned is not the Controlling Class Representative or a Controlling Class Certificateholder.


 ☐       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder]. The undersigned is an Excluded Controlling
Class Holder with respect to the following [Mortgage Loan(s)][and][Whole Loan(s)] (“Excluded Controlling Class Mortgage Loans”):


 


	Loan Number	Loan Name	Borrower Name



 



    	 	M-2B-1
	 



    


    

 


	 	 	 
	 	 	 




5.         The
undersigned is not an Uncertificated VRR Interest Owner.


6.         The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check all that apply):


		___	Such exercise of Voting Rights does not involve giving any consent, approval or waiver or taking any other
action with respect to any Mortgage Loan as to which the undersigned is a Borrower Party.



		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage
Loan Seller or an Affiliate of any of the foregoing.



		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage
Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of acting in such capacity.



		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded
Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
in the Agreement by reason of its Affiliate acting in such capacity.



		7.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer,
the Special Servicer 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.



8.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.




    	 	M-2B-2
	 



    


    

BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 








	 	[Certificateholder] [Certificate Owner]



		By:	






		Name: 	






		Title: 	






		Company: 	



		Phone: 	






 



    	 	M-2B-3
	 



    


    


EXHIBIT M-3


FORM OF ONLINE VENDOR CERTIFICATION


 


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 Vendor Provider not listed herein and would like access to the information, please contact [the Certificate Administrator’s
customer service desk at [1-866-846-4526]


In connection with the
BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com,
Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters Corporation, Intercontinental Exchange | ICE Data Services,
KBRA Analytics or LLC, DealView Technologies Ltd. or a market data provider that has been given access to the Distribution Date Statements,
CREFC reports and supplemental notices on https://sf.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,
and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information Provider’s
Website shall also be applicable to information obtained from CTSLink.


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of October 1, 2022, between BMO Commercial Mortgage Securities LLC, as depositor (the “Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator and as
Trustee.




    	 	M-3-4	 



     


    

BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and 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: 	 



	 	 	 
	 	Company: 	 



	 	 	 
	 	Phone: 	 



 



    	 	M-3-5	 



     


    

EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


	
    Midland Loan Services, a Division of PNC

    Bank, National Association,

                  as Master Servicer and as Special Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President –

    Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael

    Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

     

	
    Computershare Trust Company, National

    Association

               as Certificate Administrator and as Trustee

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – BMO

    2022-C3

    With a copy to:

    cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

	 	 


 





		Re:	BMO
2022-C3 Mortgage Trust, Commercial Mortgage Pass- Through Certificates, Series 2022-C3
	 



Ladies and Gentlemen:


In connection with the BMO
2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”),
we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and
as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such Person’s
directors, officers, employees, and agents; and “Person”
refers to any individual, group or entity.


In connection with and in
consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information
solely for purposes of making investment decisions and/or exercising the rights of the applicable [Directing Holder][Consulting Party]
with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED WHOLE LOAN] Whole Loan] and will
not disclose such Information to any Person other than (i) our Representatives, (ii) our auditors and regulators




    	 	M-4-1	 



     


    

and (iii) any Person contemplating the
purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] held by the undersigned or of an interest therein
(or such outside Persons as are assisting it in making an evaluation in connection with purchasing the [related Certificates][the [NAME
OF SERVICED COMPANION LOAN] Companion Loan] (but only if such Persons confirm in writing such contemplation of a prospective ownership
interest and agree in writing to keep such Information confidential)), (iv) our accountants and attorneys, and (v) 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 Master Servicer or the Special Servicer, as applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives
in any manner whatsoever, in whole or in part, unless required to do so by law.


The undersigned shall be
fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer 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.


This Agreement shall not
apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a
disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality
to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.


Capitalized terms used but
not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of October 1, 2022,
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.


This Agreement, when signed
by us, will constitute our agreement with respect to the subject matter contained herein.





	 	Very truly yours,
	 	 
	 	 
	 	[NAME OF ENTITY]
	 	 	 






	 	By:	 



	 	Name:	 



	 	Title:	 



	 	Company:	 



	 	Phone:	 



		cc:	BMO Commercial Mortgage Securities LLC

[Trustee]





    	 	M-4-2	 



     


    

EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3	 



 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining certain
information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, with respect to the BMO 2022-C3 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.             The undersigned, a nationally
recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”);


(a)                                  has
provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


(b)                                 is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the
Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except to the extent such information has been made available to the general public), and such Information will not, without the prior
written consent of the Certificate Administrator, 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.


 


2.             The undersigned agrees that
each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations herein
contained remain true and correct.




    	 	M-5-1	 



     


    

 


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 day and year first written above.


 





	 	Very truly yours,
	 	 
	 	[NRSRO Name]
	 	 	 
	 	 	 






	 	By:	 



	 	Name:	 
	 	Title:	 
	 	Phone:	 
	 	Email:	 



Dated:


 




    	 	M-5-2	 



     


    

EXHIBIT N






CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser]


[The related Serviced Companion Loan Holder (upon request, in the
case of a Serviced Whole Loan)]






		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
                                            relating to BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3



Ladies and Gentlemen:


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and subject
to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the undersigned
has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that is part of a Whole
Loan) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c)
of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed
documents); (iii) all documents received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned
and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan;
and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing
Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage
Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of
the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


The undersigned makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of
the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan.




    	 	N-1	 



     


    

The scope of the Custodian’s review of the
Mortgage Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular on their
face and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement.  The Custodian’s
review of the Mortgage Files and any certification with respect thereto is not intended to and shall not be deemed to constitute “due
diligence services” or a “third party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively,
under the Exchange Act.  Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed
to agree that it shall not share such certification with any rating agency or any party not addressed on such certification.


Capitalized words and phrases used herein and
not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate
is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  



    	 	N-2	 



     


    

SCHEDULE OF EXCEPTIONS


 


[          ]


 




    	 	N-3	 



     


    

EXHIBIT O


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 O, other than with respect
to Item 1122(d)(2)(iii), references to Master Servicer and Special Servicer below shall include any Sub-Servicer engaged by the Master
Servicer or Special Servicer, as applicable.


 


	 	applicable Servicing Criteria 	applicable party
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
    Master Servicer

    Special Servicer

    Certificate Administrator

	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.	
    Master Servicer

    Special Servicer

    Certificate Administrator

     

	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 (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	
    Master Servicer

    Special Servicer

    Certificate Administrator

	 	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.	
    Master Servicer

    Special Servicer

    Certificate Administrator

	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 (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar year)

	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.	Master Servicer

Special Servicer

Certificate Administrator




    	 	O-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.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Master Servicer

Special Servicer

Certificate Administrator
	 	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 (excluding clauses (C) and (D) in the case of the Operating Advisor)
	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 Reporting 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.	Master Servicer

Special Servicer

Custodian
	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.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master 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 Master Servicer’s records regarding the mortgage loans agree with the Master 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




    	 	O-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




    	 	O-3	 



     


    

EXHIBIT P



[Reserved]


 




    	 	P-1	 



     


    

EXHIBIT Q


RETAINED DEFEASANCE RIGHTS AND OBLIGATIONS
MORTGAGE LOANS


 


 


	Loan
    Number	Mortgage
    Loan / Property Name	Mortgage
    Loan Seller
	4	Phoenix
    Industrial Portfolio IX	UBS
    AG
	5	50
    Tice Corporate Center	LMF
	6	Center
    Pointe Plaza I	LMF
	8	469
    7th Avenue	UBS
    AG
	9	Wells
    Fargo Center Tampa	CREFI
	11	Lakes
    Medical Center	CREFI
	12	PHX
    Industrial & LA Retail Portfolio	CREFI
	15	Home2
    Suites & Holiday Inn Express Phoenix Portfolio	CREFI
	16	La
    Habra Marketplace	3650
    REIT
	17	Central
    States Industrial Portfolio	3650
    REIT
	24	Art
    Ovation Hotel	3650
    REIT
	26	Hampton
    Inn Richmond	BMO
	31	Central
    Texas Self Storage	3650
    REIT
	35	Knoxville
    MHC Portfolio	SMC
	39	LaGrange
    Pointe	Sutherland
    Asset I, LLC




    	 	Q-1	 



     


    

EXHIBIT R


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered annually no later than
120 days of the end of the prior calendar year, pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as
of October 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee


 


Transaction: BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3


 


Operating Advisor: Park Bridge Lender Services LLC


 


Special Servicer as of December 31: [Midland Loan Services, a Division
of PNC Bank, National Association]


 


Directing Holder: [                    ]


 


I.              Population
of Mortgage Loans that Were Considered in Compiling this Report


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred
to special servicing in the prior calendar year [INSERT YEAR].



(a) [●]
of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.


(b) Asset Status
Reports were issued with respect to [●] of such Specially Serviced Loans. Final Asset Status Reports were issued with respect to
[●] of such Specially Serviced Loans. The Asset Status Reports may not yet be fully implemented.


		2.	An Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist during any
portion] of the prior calendar year [INSERT YEAR].



		3.	[●] Serviced Loans were the subject of a Major Decision as to which the Operating Advisor has consultation
rights pursuant to the Pooling and Servicing Agreement.






 



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 compliance with the
terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.







    	 	R-1	 



     


    

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 set forth in the Pooling and Servicing Agreement) has undertaken a review of
the Special Servicer’s actions and decisions in respect of (A) Specially Serviced Loans and (B) solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights following the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, Performing Serviced Loans, in each case in light of (1) the Servicing Standard and (2) the requirements
of the Pooling and Servicing Agreement. Based solely on such review and subject to the assumptions, limitations and qualifications set
forth herein, the Operating Advisor [believes/ does not believe], in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under the Pooling
and Servicing Agreement during the prior calendar year. [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 or the Special Servicer’s obligations under
the Pooling and Servicing Agreement as a result of the following material deviations.]





	 ●	[LIST
OF ANY MATERIAL DEVIATIONS FROM (1) THE SERVICING STANDARD AND/OR (2) THE SPECIAL SERVICER’S OBLIGATIONS UNDER THE POOLING AND
SERVICING AGREEMENT]



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.           Specific
Items of Review


In rendering our assessment
herein, we examined and (with the exception of the items listed in paragraph no. 7 below) relied upon the accuracy and completeness of
the items listed below:


		1.	Information available to Privileged Persons on the Certificate Administrator’s Website with respect
to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans [AFTER AN OPERATING ADVISOR
CONSULTATION TRIGGER EVENT: and Major Decisions on Serviced Loans].



		2.	Each Final Asset Status Report [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and each other
Asset Status Report], in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
Agreement. The Operating Advisor reviewed Final Asset Status Reports with respect to the following Serviced Loans: [LIST]. The Operating
Advisor reviewed Asset Status Reports with respect to the following Serviced Loans: [LIST].



		3.	Each Major Decision Reporting Package that is delivered or made available to the Operating Advisor by
the Special Servicer pursuant to the Pooling and Servicing





    	 	R-2	 



     


    

Agreement. The Operating Advisor reviewed
Major Decision Reporting Packages with respect to the following Serviced Loans: [LIST]


		4.	[LIST OTHER REVIEWED INFORMATION]



		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating
Advisor consulted with the Special Servicer regarding Major Decisions related to the following Serviced Loans: [LIST]. The Operating Advisor
participated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.



		6.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating
Advisor consulted with the Special Servicer regarding Asset Status Reports related to the following Serviced Loans: [LIST]. The Operating
Advisor participated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.



		7.	Appraisal Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value
calculations delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



		8.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy
of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required
to be utilized in connection with any (i) Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (ii) net present value calculations
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of
a Specially Serviced Loan prior to the utilization by the Special Servicer.



		(a)	The Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or] [the application
of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



		(b)	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy
[has been/ has not been] resolved.



 


		9.	The Special Servicer’s annual compliance statement, assessment of compliance report and attestation report by a third party
regarding the Special Servicer’s compliance with its obligations delivered or made available to the Operating Advisor pursuant to
the Pooling and Servicing Agreement.



 


		10.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 




    	 	R-3	 



     


    

		111.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL
ITEMS].



 


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 (other than documents that the Operating Advisor is required to review
pursuant to Section 3.29 of the Pooling and Servicing Agreement), visit any related property, visit the Special Servicer, visit the Directing
Holder or interact with any borrower. In addition, our review of the net present value calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary
portions of such formulas.


IV.             Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor 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 accordance with the Operating Advisor Standard, to be immaterial.



		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 receipt of any Major Decision Reporting Package and 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 applicable Directing Holder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the applicable Directing Holder or borrower directly. As such,
the Operating Advisor relied upon the information made available to it pursuant to the Pooling and Servicing Agreement or delivered to
it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate
this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.



		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced 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





    	 	R-4	 



     


    

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.	The Operating Advisor is not empowered to directly communicate with any investors pursuant to the Pooling
and Servicing Agreement. If the investors have questions regarding this report, they should address such questions to the Certificate
Administrator through the Certificate Administrator’s Website.



		7.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating
Advisor take into account market prices of securities or financial 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.



 


 





	[                        ]	 	 
	 	 	 
	 	 	 



	By:	 	 



	Name:	 	 
	Title:	 	 




    	 	R-5	 



     


    

EXHIBIT S


SUBSERVICING AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name
	Union
    and Chapin Industrial	KeyBank,
    National Association
	Centerbrooke
    Self Storage	KeyBank,
    National Association
	Hayes
    Mechanical Industrial Portfolio	SCP
    Servicing, LLC
	Fontainebleau
    Park Office Plaza	SCP
    Servicing, LLC
	Sunset
    Apartment Portfolio	SCP
    Servicing, LLC
	Warwick
    Self Storage	KeyBank,
    National Association
	Super
    Mini Storage	SCP
    Servicing, LLC
	Village
    at Rankin	KeyBank,
    National Association
	LaGrange
    Pointe	KeyBank,
    National Association
	Crowley
    Village	SCP
    Servicing, LLC
	Block
    Multifamily Portfolio	SCP
    Servicing, LLC
	Denton
    Multifamily	SCP
    Servicing, LLC
	Scotland
    Court Industrial	SCP
    Servicing, LLC
	Greenhaven
    Townhomes	Berkadia
    Commercial Mortgage LLC
	Valley
    Paradise	KeyBank,
    National Association
	Harbor
    View Apartments	KeyBank,
    National Association




    	 	S-1	 



     


    

EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Computershare Trust Company, National Association, as Certificate Administrator
and as


Trustee


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


 


 


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


            as Master Servicer


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


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


            as Special Servicer


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


 


		Re:	BMO
2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3
	 






Ladies and Gentlemen:


This letter is delivered
pursuant to Section 6.08(b)(i) of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, on behalf of the holders
of BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (the “Certificates”) and
the Uncertificated VRR Interest Owners 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.




    	 	T-1	 



     


    

Based upon our review of
the operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL
SERVICER FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]], conducted pursuant
to and in accordance with the Pooling and Servicing Agreement, it is our determination, in our sole discretion exercised in good faith,
that (1) [________], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL
SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]], has failed to comply with the Servicing
Standard and (2) a replacement of the Special Servicer would be in the best interest of the Certificateholders and the Uncertificated
Interest Owners (as a collective whole). The following factors support our determination: [________].


Based upon such determination,
we further hereby recommend that [_______] be removed as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER
FOR ALL SERVICED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]] and that [________] be appointed
its successor in such capacity.





	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



Dated:


 



    	 	T-2	 



     


    

EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party
that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling and Servicing
Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to
which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, 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, financial statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
(in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information)
of such information (other than information as to such party itself which such party is obligated to provide). 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 Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this BMO 2022-C3 Mortgage Trust Pooling and Servicing Agreement, each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to
assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item 1: Distribution
    and Pool Performance Information

     

    Any information
    required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement
	Certificate Administrator

    Depositor

    Master Servicer
    (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

    Special Servicer
    (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

    Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself)





    	 	U-1	 



     


    

	Item
    on Form 10-D	Party
    Responsible 
	Item
                                            1A: Asset-Level Information

    disclosure per Items
    1111(h) and 1125 of Regulation AB
	Master
    Servicer1
	Item
                                            1B: Asset Representations Reviewer and Investor Communication

     
	Asset
                                            Representations Reviewer (with respect to Item 1121(d) of Regulation AB)

     

    Certificate Administrator
    (with respect to Item 1121(e) of Regulation AB )

     

	Item
                                            2: Legal Proceedings

     

    per Item 1117 of
    Regulation AB
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the
    Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in the case of
    the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller
    as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans
    and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom
    such Mortgage Loan Seller contracts
	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 Holders2	Certificate
                                            Administrator

    Trustee

	Item
    6:  Significant Obligors of Pool Assets	Master
                                            Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

    Special Servicer
    (as to Specially Serviced Loans and REO Properties)

	Item
    7: Change in Sponsor Interest in the Securities	Each
    Mortgage Loan Seller as to itself and its affiliates



 





 



1  For the avoidance of doubt, the Certificate Administrator,
not the Master Servicer, shall be responsible for filing any Additional Form 10-D Disclosure required by Item 1A on Form 10-D in accordance
with Section 10.04 of this Agreement.


2  No disclosure is required for so long as Item 5
of Form 10-D requires the inclusion of information related to mine safety disclosures.






    	 	U-2	 



     


    

	Item
    on Form 10-D	Party
    Responsible 
	Item
    8:  Significant Enhancement Provider Information	Depositor
	Item 9: Other Information

     

    (i) Balances of the Distribution Account,
    the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve Account, the Exchangeable
    Distribution Account, Collection Account, any Whole Loan Custodial Account and each REO Account as of the related Distribution Date
    and the preceding Distribution Date; and

     

    (ii) information other than those specified
    in clause (i) above, but only to the extent of any information that meets all the following conditions: (a) such information constitutes
    “Form 8-K Disclosure” pursuant to Exhibit Z, (b) such information is required to be reported as “Form 8-K Disclosure”
    during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Form 8-K Disclosure”.
	Any party responsible
    for disclosure items on Form 8-K to the extent of such items

     

    Certificate Administrator
    (with respect to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account,
    Excess Liquidation Proceeds Reserve Account and the Exchangeable Distribution Account as of the related Distribution Date and the
    preceding Distribution Date)

     

    Master Servicer
    (with respect to the balances of the Collection Account and any Whole Loan Custodial 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)

	Item
    10:  Exhibits	Certificate Administrator

    Depositor



 



    	 	U-3	 



     


    

EXHIBIT V


 



ADDITIONAL FORM 10-K DISCLOSURE


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for
the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other
Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, 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, financial statements, budgets and/or rent rolls required to be provided in connection
with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession) (in each case, after complying
with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other
than information as to such party itself which such party is obligated to provide). 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 Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the Prospectus. For this BMO 2022-C3 Mortgage Trust Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
                                            1B: Unresolved Staff Comments

     

     
	Depositor
	Item
    9B:  Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15:  Exhibits, Financial Statement Schedules	Certificate
                                            Administrator

    Depositor

	Additional Item:

     

    Disclosure per Item
    1117 of Regulation AB
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the
    Trustee, the Certificate Administrator, the Master Servicer, the
    Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special
    Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as 






    	 	V-1	 



     


    

	Item
    on Form 10-K	Party
    Responsible 
	

     

    
	to
    itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and
    as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such
    Mortgage Loan Seller contracts
	Additional
                                            Item:

    Disclosure per Item
    1119 of Regulation AB
	(i)
                                            All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master
                                            Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling
                                            and Servicing Agreement, the Trustee, the Certificate
                                            Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and,
                                            in the case of the Special Servicer, only as to 1119(a) affiliations with Significant Obligors
                                            identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
                                            Administrator, the Master

    Servicer or a sub-servicer
    described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator with
    respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated
    with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts, (iii) the Depositor as to
    the enhancement or support provider

	Additional
                                            Item:

    Disclosure per Item
    1112(b) of Regulation AB
	Master
                                            Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

    Special Servicer
    (as to REO Properties)

	Additional
                                            Item:

    Disclosure per Items
    1114(b)(2) and 1115(b) of Regulation AB
	Depositor


 




    	 	V-2	 



     


    

EXHIBIT W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA EMAIL TO THE E-MAIL ADDRESSES
IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES IMMEDIATELY BELOW**


 


	
    Computershare Trust Company, National Association,

                                                as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services –

    BMO 2022-C3

    With a copy to: trustadministrationgroup@wellsfargo.com

     
	 	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian

    and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

     

	
    BMO Commercial Mortgage Securities

    LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com
	 	 


RE: **Additional Form [10-D][10-K][8-K] Disclosure**
Required


Ladies and Gentlemen:


In accordance with Section [  ]
of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, 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:




    	 	W-1-1	 



     


    

 


 


Any inquiries related to
this notification should be directed to [                                                                                             ], phone number: [                            ]; email address: [                                                            ].





	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 




    	 	W-1-2	 



     


    

EXHIBIT W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


 


Computershare Trust Company, National Association,

                                      as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


 


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


 


Ladies and Gentlemen:


In accordance with Section 10.04
of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, 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 securitization accounts balance information:


	Account
    Name	Beginning Balance
    as of 

    MM/DD/YYYY
	Ending Balance
    as of 

    MM/DD/YYYY

	Collection Account	 	 
	Whole Loan Custodial Account(s)
    :

    [_____________] Whole Loan

    [_____________] Whole Loan

    [_____________] Whole Loan

    [_____________] Whole Loan

    [_____________] Whole Loan
	 	 
	REO Account(s)	 	 


 


 


 




    	 	W-2-1	 



     


    

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:



 



    	 	W-2-2	 



     


    

EXHIBIT W-3


 


Form of
Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


 


Computershare Trust Company, National Association,

            as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2022-C3


 


Ref: BMO 2022-C3, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Section 10.04(c) 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	BMO 2022-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BMO 2022-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BMO 2022-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 




    	 	W-3-1	 



     


    

EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


CERTIFICATIONS


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 BMO 2022-C3 Mortgage Trust (the “Exchange
Act Periodic Reports”);



		2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;



		3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided
under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;



		4.	Based on my knowledge and the servicer compliance statement(s) 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 agreement(s) 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: [Master Servicer][Special Servicer][Certificate
Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside Special Servicer]


Date:_________________________





	 	 	 
	 	[Signature]	 
	 	[Title]	 




    	 	X-1	 



     


    

EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


		Re:	BMO
                                            2022-C3 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                            Certificates, Series 2022-C3 (the “Certificates”), issued pursuant to
                                            the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and
                                            Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor,
                                            Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and
                                            as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
                                            reviewer, Computershare Trust Company, National Association, as certificate administrator
                                            (in such capacity, the “Certificate Administrator”) and “as trustee).	 



I,                [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their
respective officers, directors and affiliates, 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__, and all reports on Form 10-D and Form 8-K required to
be filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange
Act Periodic Reports”);


2.                 
Based on my knowledge, the distribution information in Exchange Act Periodic 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 that report on Form 10-K;


3.                 
Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate
Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in
such reports; and


4.                 
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on
assessment of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate
Administrator in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material
instances of noncompliance with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).




    	 	Y-1-1	 



     


    

In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 





	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	 	[Name]	 



 



    	 	Y-1-2	 



     


    

EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


		Re:	BMO 2022-C3 Mortgage
                                            Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3 (the “Certificates”), issued pursuant to the Pooling and Servicing
                                            Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as master servicer (in such capacity, the “Master
                                            Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                            as special servicer (in such capacity, the “Special Servicer”), Park Bridge
                                            Lender Services LLC, as operating advisor and asset representations reviewer, and Computershare
                                            Trust Company, National Association, as certificate administrator (in such capacity, the
                                            “Certificate Administrator”) and as trustee	 



I, [identify the certifying
individual], a [title] of [MASTER SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other
Pooling and Servicing Agreement relating to the securities issued by the applicable Other Pooling and Servicing Agreement relating to
the securities issued by the applicable Other Securitization Trust (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports covering the fiscal
year 20__ required to be delivered by the Master Servicer to the Certificate
Administrator and each applicable Other Exchange Act Reporting Party in accordance with the Pooling and Servicing Agreement;



		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master
Servicer), the servicing information in these 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 servicing reports;



		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master
Servicer), the servicing information required to be provided in these servicing reports to the Certificate
Administrator and each applicable Other Exchange Act Reporting Party by the Master





    	 	Y-2-1	 



     


    

Servicer under the Pooling and Servicing
Agreement is included in the servicing reports delivered by the Master Servicer to the Certificate
Administrator and each applicable Other Exchange Act Reporting Party;


		(4)	I am, or an employee 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 compliance review conducted in preparing
the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Master Servicer,
and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08 of the Pooling and Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the
year to which such review applies; and



		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and the related
attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria.



Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that is in turn
dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the Master Servicer
entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer of its obligations
pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such sub-servicer
to the Master Servicer with respect to the information that is subject of such certification.





	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 



 





    	 	Y-2-2	 



     


    

EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


		Re:	BMO 2022-C3 Mortgage
                                            Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3 (the “Certificates”), issued pursuant to the Pooling and Servicing
                                            Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as master servicer (in such capacity, the “Master
                                            Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                            as special servicer (in such capacity, the “Special Servicer”), Park Bridge
                                            Lender Services LLC, as operating advisor and asset representations reviewer, and Computershare
                                            Trust Company, National Association, as certificate administrator (in such capacity, the
                                            “Certificate Administrator”) and as trustee	 



I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other
Pooling and Servicing Agreement relating to the securities issued by the applicable Other Securitization Trust (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


1.     
Based on my knowledge, the servicing information in the servicing reports or information covering the fiscal year 20__ delivered
by the Special Servicer to the Master Servicer under the Pooling and Servicing Agreement, 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 servicing reports;


1.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the
Pooling and Servicing Agreement for inclusion in the reports to be filed by the Certificate
Administrator is included in the servicing reports delivered by the Special Servicer to the Master Servicer;


2.     
I am, or an employee 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 compliance review conducted in preparing the servicer compliance
statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed
in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Special
Servicer has




    	 	Y-3-1	 



     


    

fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects in the year to which such review applies; and


3.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on
assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09
and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


  



	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 
	[Title]	 



 







    	 	Y-3-2	 



     


    

EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


		Re:	BMO 2022-C3 Mortgage
                                            Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3 (the “Certificates”), issued pursuant to the Pooling and Servicing
                                            Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as master servicer (in such capacity, the “Master
                                            Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                            as special servicer (in such capacity, the “Special Servicer”), Park Bridge
                                            Lender Services LLC, as operating advisor and asset representations reviewer, and Computershare
                                            Trust Company, National Association, as certificate administrator (in such capacity, the
                                            “Certificate Administrator”) and as trustee.	 



I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to BMO Commercial Mortgage Securities LLC and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20__, 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;


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be
filed by the Certificate Administrator is included in the reports delivered
by the Operating Advisor to the Certificate Administrator;


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided
to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects in the year to which such review applies; and


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on
assessment of compliance with servicing criteria for




    	 	Y-4-1	 



     


    

asset-backed securities required to be delivered
in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


[In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].]


 



	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 
	[Title]	 



 






    	 	Y-4-2	 



     


    

EXHIBIT Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


		Re:	BMO
                                            2022-C3 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                            Certificates, Series 2022-C3 (the “Certificates”), issued pursuant to
                                            the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and
                                            Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor,
                                            Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and
                                            as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations
                                            reviewer, Computershare Trust Company, National Association, as certificate administrator
                                            (in such capacity, the “Certificate Administrator”) and as custodian (in
                                            such capacity, the “Custodian”), and Computershare Trust Company, National
                                            Association, as trustee (in such capacity, the “Trustee”).	 



I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates and/or the Sarbanes-Oxley
Act certification required by the applicable Other Pooling and Servicing Agreement relating to the securities issued by the applicable
Other Securitization Trust (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement), that:


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator and each applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__, 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;


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Custodian under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed
by the Certificate Administrator is included in the reports delivered
by the Custodian to the Certificate Administrator;


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the Certificate
Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects in the year to which such review applies; and




    	 	Y-5-1	 



     


    

4.     
 The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09
and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 



	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 
	[Title]	 



 





    	 	Y-5-2	 



     


    

EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


		Re:	BMO
                                            2022-C3 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates,
                                            Series 2022-C3 (the “Certificates”), issued pursuant to the Pooling and
                                            Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge
                                            Lender Services LLC, as Operating Advisor and as asset representations reviewer, Computershare
                                            Trust Company, National Association, as certificate administrator (in such capacity, the
                                            “Certificate Administrator”) and as custodian (in such capacity, the “Custodian”),
                                            and Computershare Trust Company, National Association, as trustee (in such capacity, the
                                            “Trustee”).	 



I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates and/or the Sarbanes-Oxley
Act certification required by the applicable Other Pooling and Servicing Agreement relating to the securities issued by the applicable
Other Securitization Trust (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement), that:


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator and each applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__, 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;


2.     
Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Trustee under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by
the Certificate Administrator is included in the reports delivered by
the Trustee to the Certificate Administrator;


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate
Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all
material respects in the year to which such review applies; and




    	 	Y-6-1	 



     


    

4.     
 The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report
on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09
and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 



	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 
	[Title]	 



 





    	 	Y-6-2	 



     


    

EXHIBIT Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


		Re:	BMO 2022-C3 Mortgage
                                            Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3 (the “Certificates”), issued pursuant to the Pooling and Servicing
                                            Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as master servicer (in such capacity, the “Master
                                            Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                            as special servicer (in such capacity, the “Special Servicer”), Park Bridge
                                            Lender Services LLC, as operating advisor and as asset representations reviewer (in such
                                            capacity, the “Asset Representations Reviewer”), Computershare Trust Company,
                                            National Association, as certificate administrator (in such capacity, the “Certificate
                                            Administrator”), and Computershare Trust Company, National Association, as trustee
                                            (in such capacity, the “Trustee”).	 



I, [identify the certifying
individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to BMO Commercial Mortgage Securities LLC and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), 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 the Reports;


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 the Form 10-K;


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer
under the Pooling and Servicing




    	 	Y-7-1	 



     


    

Agreement and based upon my knowledge the Asset
Representations Reviewer has, except as described in any information provided to the Certificate Administrator by the Asset Representations
Reviewer covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
in the year to which such review applies; and


[In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].]


 



	Date:	 	 
	 	 	 



	[                          ]	 	 
	 	 	 
	 	 	 



	By: 	 	 
	[Name]	 
	[Title]	 



 





    	 	Y-7-2	 



     


    


EXHIBIT Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


		Re:	BMO 2022-C3 Mortgage
                                            Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series
                                            2022-C3 (the “Certificates”), issued pursuant to the Pooling and Servicing
                                            Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
                                            between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division
                                            of PNC Bank, National Association, as master servicer (in such capacity, the “Master
                                            Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                            as special servicer (in such capacity, the “Special Servicer”), Park Bridge
                                            Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                            and as asset representations reviewer, Computershare Trust Company, National Association,
                                            as certificate administrator (in such capacity, the “Certificate Administrator”),
                                            and Computershare Trust Company, National Association, as trustee (in such capacity, the
                                            “Trustee”).

                                            

                                            and

                                            

                                            Sub-servicing agreement, dated as of [______], 20__ (the “Sub-Servicing Agreement”)
                                            between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),



I, [identify the certifying
individual], a [title] of [SUB-SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other
Pooling and Servicing Agreement relating to the securities issued by the applicable Other Securitization Trust (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports submitted by the
Sub-Servicer to the Master Servicer and/or the Certificate Administrator and/or each applicable Other Exchange Act Reporting Party pursuant
to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) for inclusion in the annual report on Form 10-K or any
report on Form 10-D with respect to the Trust covering the fiscal year 20__ ;



		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Sub-Servicer),
the servicing information in the Sub-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





    	 	Y-8-1	 



     


    


made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Sub-Servicer Reports;


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Sub-Servicer),
the servicing information required to be provided in the Sub-Servicer Reports to the Master Servicer, the Certificate
Administrator and/or each applicable Other Exchange Act Reporting Party by the Sub-Servicer under the Sub-Servicing Agreement is
included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer, the Certificate
Administrator and/or each applicable Other Exchange Act Reporting Party;



		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed by the
Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer, and except
as disclosed in such compliance statement delivered by the Sub-Servicer under Section 10.08 of the Pooling and Servicing Agreement, the
Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects in the year to which such review
applies; and



		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and the related
attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria.






Date:_________________________


[                              ]


By:___________________________


[Name]


 




    	 	Y-8-2	 



     


    


EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for
the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other
Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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 (after complying with its affirmative obligations,
if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party
itself which such party is obligated to provide). 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 Mortgage Loan Sellers.
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus. For
this BMO 2022-C3 Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity
or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
                                            Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer,
                                            and the Trustee, only as to agreements it is a party to or entered into on behalf of the
                                            Trust)

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

    Depositor

	Item
    1.02- Termination of a Material Definitive Agreement	Master
                                            Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer
                                            and the Trustee, only as to agreements it is a party to or entered into on behalf of the
                                            Trust)


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






    	 	Z-1	 



     


    


 


	Item
    on Form 8-K	Party
    Responsible 
		Agreement) is a
    party)

    Depositor

	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07:  Submission of Matters to a Vote of Security Holders	Certificate Administrator

    Trustee

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master Servicer
    (as to itself or a servicer retained by it)

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

    Trustee

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

    Depositor

	Item
    6.03- Change in Credit Enhancement or Other External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01 – Other Events	Depositor
	Item
    9.01 – Financial Statements and Exhibits	Depositor


 


 




    	 	Z-2	 



     


    


EXHIBIT AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


	
     

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

                 as Master Servicer

    10851 Mastin Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax number: (888) 706-3565

    Email: NoticeAdmin@midlandls.com

     

	 


 


 







	SPACE ABOVE THIS LINE FOR RECORDER’S USE






 


LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that Computershare
Trust Company, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 9062 Old Annapolis Road, Columbia, Maryland 21045, as Trustee (the “Trustee”) for BMO
2022-C3 Mortgage Trust pursuant to that Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”)
between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer and as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
and Computershare Trust Company, National Association, as certificate administrator and as trustee, relating to the BMO 2022-C3 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, hereby constitutes and appoints Midland Loan Services, a Division
of PNC Bank, National Association (the “Servicer”), by and through the 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 Servicer and all properties (“Properties”)
administered by the 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 (13) below with respect
to the Mortgage Loans and 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 to draw upon, replace,





    	 	AA-1-1	 



     


    


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 such 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 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 of 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 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 foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with
respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any
litigation related to the ownership of





    	 	AA-1-2	 



     


    


any REO Property, 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 such 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;



 


		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.



 




    	 	AA-1-3	 



     


    


		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.



 


		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;



 


		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, 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),
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, 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.



 




    	 	AA-1-4	 



     


    


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 [EXECUTION DATE OF POA].


 


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 Servicer has the power
to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority given to it by Computershare
Trust Company, 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 Servicer's
attorneys-in-fact shall have no greater authority than that held by the 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 Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Computershare Trust Company, National Association except as specifically provided for herein. If the Servicer
receives any notice of suit, litigation or proceeding in the name of Computershare Trust Company, National Association, then the 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 Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, deeds
of trust or Mortgage Notes not authorized by the Agreement.


 


The 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 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.


 




    	 	AA-1-5	 



     


    


IN WITNESS WHEREOF, Computershare Trust Company, National
Association, as Trustee for BMO 2022-C3 Mortgage Trust 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 ____________.


 





	 	Computershare Trust Company, National Association,


as Trustee for BMO 2022-C3 Mortgage Trust

	 
	 	 	 	
	 		 	 
			 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


	 		 
	 	 	 	 
	 	 	 
	 	 		 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 




	Address:	Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services –
BMO2022-C3











  





 





	A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.



 




STATE OF MARYLAND


COUNTY OF __________________


 


 


On _____________before me, ____________________________, a Notary Public,
personally appeared _____________________, who proved to me on the basis of satisfactory evidence to




    	 	AA-1-6	 



     


    


be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


 


I certify under PENALTY OF PERJURY under the laws of the State of Maryland
that the foregoing paragraph is true and correct.


 


 





	WITNESS my hand and official seal.	 
	(SEAL)	 
	 	 
	 	 
	 	Signature of Notary Public









 




    	 	AA-1-7	 



     


    


EXHIBIT AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


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

            as Special Servicer


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 











	SPACE ABOVE THIS LINE FOR RECORDER’S USE


 





LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that Computershare
Trust Company, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 9062 Old Annapolis Road, Columbia, Maryland 21045, as Trustee (the “Trustee”) pursuant
to that Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”) between BMO Commercial Mortgage
Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer,
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National
Association, as certificate administrator and as trustee, relating to the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C3, hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (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 (13) 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.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made
payable to the Trustee and to 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





    	 	AA-2-1	 



     


    


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 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 of 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 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 foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with
respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any
litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



 




    	 	AA-2-2	 



     


    


		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;



 


		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.	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





    	 	AA-2-3	 



     


    


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.


 


		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;



 


		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, 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 Special 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 [EXECUTION DATE OF POA].




    	 	AA-2-4	 



     


    


 


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 Computershare Trust Company, 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.


 


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 Computershare Trust Company, National Association except as specifically provided for herein. If the Special Servicer receives
any notice of suit, litigation or proceeding in the name of Computershare Trust Company, 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, Computershare Trust Company, National
Association, as Trustee for BMO 2022-C3 Mortgage Trust 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 ____________.


 




    	 	AA-2-5	 



     


    





	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Computershare Trust Company, National Association,


as Trustee for BMO 2022-C3 Mortgage Trust

	 
	 	 	 	
	 		 	 
			 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








	 	 		 
	 	 	 	 
	 	 	 	 
	 		 
	 	 	 	 
	 	 	 
	 	 		 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 



 




	Address:	Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services –
BMO 2022-C3








 




    	 	AA-2-6	 



     


    


 





	A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.





 


STATE OF MARYLAND


COUNTY OF __________________


 


 


 


 


On _____________before me, ____________________________, a Notary Public,
personally appeared _____________________, who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed that same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.


 


 


I certify under PENALTY OF PERJURY under the laws of the State of Maryland
that the foregoing paragraph is true and correct.


 


 





	WITNESS my hand and official seal.	 
	(SEAL)	 
	 	 
	 	 
	 	Signature of Notary Public





 


 




    	 	AA-2-7	 



     


    


EXHIBIT BB



CLASS A-SB SCHEDULED PRINCIPAL BALANCE


 


	Distribution
    Date
	 	Balance
	 	Distribution
    Date
	Balance

	Nov
    15, 2022	 	11,207,000.00	 	Mar
    15, 2027	11,207,000.00
	Dec
    15, 2022	 	11,207,000.00	 	Apr
    15, 2027	11,207,000.00
	Jan
    15, 2023	 	11,207,000.00	 	May
    15, 2027	11,207,000.00
	Feb
    15, 2023	 	11,207,000.00	 	Jun
    15, 2027	11,207,000.00
	Mar
    15, 2023	 	11,207,000.00	 	Jul
    15, 2027	11,207,000.00
	Apr
    15, 2023	 	11,207,000.00	 	Aug
    15, 2027	11,206,901.66
	May
    15, 2023	 	11,207,000.00	 	Sep
    15, 2027	11,028,514.50
	Jun
    15, 2023	 	11,207,000.00	 	Oct
    15, 2027	10,791,639.53
	Jul
    15, 2023	 	11,207,000.00	 	Nov
    15, 2027	10,580,647.56
	Aug
    15, 2023	 	11,207,000.00	 	Dec
    15, 2027	10,341,634.86
	Sep
    15, 2023	 	11,207,000.00	 	Jan
    15, 2028	10,128,423.23
	Oct
    15, 2023	 	11,207,000.00	 	Feb
    15, 2028	9,914,161.49
	Nov
    15, 2023	 	11,207,000.00	 	Mar
    15, 2028	9,645,093.02
	Dec
    15, 2023	 	11,207,000.00	 	Apr
    15, 2028	9,428,443.63
	Jan
    15, 2024	 	11,207,000.00	 	May
    15, 2028	9,183,928.69
	Feb
    15, 2024	 	11,207,000.00	 	Jun
    15, 2028	8,965,003.98
	Mar
    15, 2024	 	11,207,000.00	 	Jul
    15, 2028	8,718,276.14
	Apr
    15, 2024	 	11,207,000.00	 	Aug
    15, 2028	8,497,053.73
	May
    15, 2024	 	11,207,000.00	 	Sep
    15, 2028	8,274,741.24
	Jun
    15, 2024	 	11,207,000.00	 	Oct
    15, 2028	8,024,718.55
	Jul
    15, 2024	 	11,207,000.00	 	Nov
    15, 2028	7,800,075.04
	Aug
    15, 2024	 	11,207,000.00	 	Dec
    15, 2028	7,547,785.27
	Sep
    15, 2024	 	11,207,000.00	 	Jan
    15, 2029	7,320,787.80
	Oct
    15, 2024	 	11,207,000.00	 	Feb
    15, 2029	7,092,671.45
	Nov
    15, 2024	 	11,207,000.00	 	Mar
    15, 2029	6,784,151.05
	Dec
    15, 2024	 	11,207,000.00	 	Apr
    15, 2029	6,553,379.38
	Jan
    15, 2025	 	11,207,000.00	 	May
    15, 2029	6,295,129.52
	Feb
    15, 2025	 	11,207,000.00	 	Jun
    15, 2029	6,061,943.54
	Mar
    15, 2025	 	11,207,000.00	 	Jul
    15, 2029	5,801,345.61
	Apr
    15, 2025	 	11,207,000.00	 	Aug
    15, 2029	5,565,721.56
	May
    15, 2025	 	11,207,000.00	 	Sep
    15, 2029	5,328,935.56
	Jun
    15, 2025	 	11,207,000.00	 	Oct
    15, 2029	5,064,836.36
	Jul
    15, 2025	 	11,207,000.00	 	Nov
    15, 2029	4,825,576.86
	Aug
    15, 2025	 	11,207,000.00	 	Dec
    15, 2029	4,559,072.01
	Sep
    15, 2025	 	11,207,000.00	 	Jan
    15, 2030	4,317,314.67
	Oct
    15, 2025	 	11,207,000.00	 	Feb
    15, 2030	4,074,364.78
	Nov
    15, 2025	 	11,207,000.00	 	Mar
    15, 2030	3,751,829.45
	Dec
    15, 2025	 	11,207,000.00	 	Apr
    15, 2030	3,506,082.99
	Jan
    15, 2026	 	11,207,000.00	 	May
    15, 2030	3,233,269.07
	Feb
    15, 2026	 	11,207,000.00	 	Jun
    15, 2030	2,984,960.85
	Mar
    15, 2026	 	11,207,000.00	 	Jul
    15, 2030	2,709,655.43
	Apr
    15, 2026	 	11,207,000.00	 	Aug
    15, 2030	2,458,760.22
	May
    15, 2026	 	11,207,000.00	 	Sep
    15, 2030	2,206,626.82
	Jun
    15, 2026	 	11,207,000.00	 	Oct
    15, 2030	1,927,601.14
	Jul
    15, 2026	 	11,207,000.00	 	Nov
    15, 2030	1,672,376.69
	Aug
    15, 2026	 	11,207,000.00	 	Dec
    15, 2030	1,430,041.25
	Sep
    15, 2026	 	11,207,000.00	 	Jan
    15, 2031	1,210,885.38
	Oct
    15, 2026	 	11,207,000.00	 	Feb
    15, 2031	990,632.10
	Nov
    15, 2026	 	11,207,000.00	 	Mar
    15, 2031	696,421.94
	Dec
    15, 2026	 	11,207,000.00	 	Apr
    15, 2031	473,586.83
	Jan
    15, 2027	 	11,207,000.00	 	May
    15, 2031	225,434.73
	Feb
    15, 2027	 	11,207,000.00	 	Jun
    15, 2031 and thereafter	0.00
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




    	 	BB-1	 



     


    


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


 


	
    BMO Commercial Mortgage Securities 

LLC

    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Paul Vanderslice, Michael 

Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     
	 	
    BMO Commercial Mortgage Securities LLC



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Legal Department



    Email: BMOCMBSNotices@bmo.com



 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
  Series 2022-C3	 




Ladies and Gentlemen:


This letter is delivered to you
in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing Agreement, dated as of October 1, 2022
(the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:


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


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing
Fee Right, any interest in the Excess




    	 	CC-1-1	 



     


    



Servicing Fee Right or any other similar security
to any Person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security
with any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the
Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration
or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	CC-1-2	 



     


    


EXHIBIT CC-2


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


	
    Midland Loan Services, a Division of 

PNC Bank, National Association,

                 as Master Servicer

    10851 Mastin Street, Suite 700



    Overland Park, Kansas 66210



    Attention: Executive Vice President – 

Division Head

    Fax number: (888) 706-3565



    Email: NoticeAdmin@midlandls.com

     
	 	
    BMO Commercial Mortgage Securities LLC



    c/o BMO Capital Markets Corp.



    151 West 42nd Street



    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian 

and David Schell

    Email: paul.vanderslice@bmo.com,

 Michael.Birajiclian@bmo.com and

 David.Schell@bmo.com

     



 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
  Series 2022-C3	 




Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any
manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold
or transferred unless it is (i) registered pursuant




    	 	CC-2-1	 



     


    


to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National Association and the
Depositor has received a certificate from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling
and Servicing Agreement.


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


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


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


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


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it,




    	 	CC-2-2	 



     


    


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


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





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	CC-2-3	 



     


    


EXHIBIT DD


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


	To:	S&P Global Ratings

55 Water Street, 41st Floor




New York, New York 10041




Attention: Commercial Mortgage Surveillance Manager




Email: cmbs_info_17g5@spglobal.com

 

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com



 


Kroll Bond Rating Agency,
LLC

845 Third Avenue, 4th Floor




New York, New York 10022




Attention: CMBS Surveillance




E-mail: cmbssurveillance@kbra.com








		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer (the
“Master Servicer”) under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and
Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, the Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as operating advisor and as asset
representations reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee.



		Date:	____________, 20___



		Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 Mortgage Loan (the
“Subject Mortgage Loan”) heretofore secured by real property known as ____________ [Include the following, with appropriate
modification, if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A] in the amount of $____________,
which Promissory Note [A-[_]][A] is owned by the Trust, and Promissory Note [___] in the amount of $_____________, which Promissory Note
[___] is owned by ________________.]



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




    	 	DD-1	 



     


    


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


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


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


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


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


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


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


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


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


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


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


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


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




    	 	DD-2	 



     


    


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


		●	Such securities are eligible under TLGP; 



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



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



		●	The TLGP securities mature before June 30, 2012; and



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



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


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




    	 	DD-3	 



     


    


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


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


11.             
The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from
the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay
each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof in connection
with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise
disclosed in the written report from an independent certified public accountant, [and disclosed below,] the revenues received in any month
from the defeasance collateral will be applied to make Monthly Payments within four (4) months after the date of receipt, (iii) the defeasance
collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance
Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Subject Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date
will occur, when interest income will exceed interest expense.


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


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


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




    	 	DD-4	 



     


    


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


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


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


 


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





	 	[MASTER SERVICER]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:










 




    	 	DD-5	 



     


    


 


EXHIBIT A


Exceptions


 


 




    	 	DD-6	 



     


    


 


EXHIBIT B


Sample Perfected Security
Interest Representations


General:


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


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


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


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


Creation:


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


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


Perfection:


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


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


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


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




    	 	DD-7	 



     


    


Priority:


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


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


 


 




    	 	DD-8	 



     


    


EXHIBIT EE


[reserved]


 


 


 




    	 	EE-1	 



     


    


EXHIBIT FF-1


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Park West Village, 3455 Veterans Hwy and A&R
Hospitality Portfolio)


[Date]






	
    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



    Pentalpha Surveillance LLC


	
    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

	
    501 John James Audubon Parkway, Suite 401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 – Transaction 
Manager

     

    with a copy to:



     

    notices@pentalphasurveillance.com






Argentic Services Company LP




500 North Central Expressway, Suite 261




Plano, Texas 75074




 


Attention: Andrew Hundertmark




 


Email: ahundertmark@argenticservices.com




 


with a copy to:




 





 





	
    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

    

    








    	 	FF-1-1	 



     


    




	
    Attention: Grace Holst


Email: GHolst@argenticservices.com

	 
	 	 


		Re:	BBCMS
                                            2022-C17 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2022-C17



Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of September 1, 2022 (the “BBCMS 2022-C17 PSA”), 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, Wilmington Trust, National Association, as Trustee, Computershare
Trust Company, National Association, as Certificate Administrator, 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 BBCMS 2022-C17 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and as asset representations reviewer (in such capacity, the “C3 Asset Representations Reviewer”),
and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “C3 Certificate Administrator”)
and as trustee (in such capacity, the “C3 Trustee”), pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3
Trust”) was established and a pool of commercial mortgage loans were transferred to the C3 Trust as of October 7, 2022 (the
“Closing Date”), including the following Serviced Companion Loans (the “Subject Serviced Companion Loans”):


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	Park
    West Village	Note
    A-4, Note A-9, Note A-10
	3455
    Veterans Hwy	Note
    A-2
	A&R
    Hospitality Portfolio	Note
    A-3(B)


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


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may




    	 	FF-1-2	 



     


    


be, to Midland Loan Services, a Division of
PNC Bank, National Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loans under the BBCMS
2022-C17 PSA and the related Intercreditor Agreements, respectively. The wire instructions for Midland Loan Services, a Division of PNC
Bank, National Association, as C3 Master Servicer, are as follows:


 


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


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C3
    Trustee:	Computershare
                                            Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Certificate Administrator:	Computershare
                                            Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
                                            Loan Services, a Division of PNC Bank, National Association,


10851 Mastin
Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Fax number:
1-888-706-3565






    	 	FF-1-3	 



     


    


 


		
    

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Special Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park Bridge Lender Services LLC

          as Operating Advisor and as Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance Manager

    with copies sent contemporaneously via
    email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com





    	 	FF-1-4	 



     


    


 


	C3
    Depositor	BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,
    Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 








	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	FF-1-5	 



     


    


EXHIBIT FF-2


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Yorkshire & Lexington Towers)


[Date]






	
    Midland Loan Services, a Division of PNC
    

Bank, National Association,



    10851 Mastin Street, Suite 700



    Overland Park, Kansas 66210



    Attention: Executive Vice President –
    Division 

Head

    Fax number: 1-888-706-3565



     

    with a copy to:



     

    Stinson LLP



    1201 Walnut Street, Suite 2900



    Kansas City, Missouri 64106-2150



    Attention: Kenda K. Tomes



    Fax number: (816) 412-9338

    



    and with respect to e-mail pursuant to pursuant


to Section 12.06 and Section 12.13 of the 

GC48 PSA, at NoticeAdmin@midlandls.com


    
	
    Computershare Trust Company, National 

Association

    9062 Old Annapolis Road



    Columbia, Maryland 21045



    Attention: Corporate Trust Services – 

CGCMT
    2022-GC48

    with a copy to:



    cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com

	
    Park Bridge Lender Services LLC



    600 Third Avenue, 40th floor



    New York, New York 10016



    Attention: CGCMT 2022-GC48— 

Surveillance Manager





    with a copy sent contemporaneously via email


to: cmbs.notices@parkbridgefinancial.com


Greystone Servicing Company LLC,




as a Special Servicer




5221 N. O'Connor Blvd., Suite 800

Irving, TX 75039

Attention: Amy Dixon, General Counsel




email: amy.dixon@greyco.com




with a copy to:


	
    Wilmington Trust, National Association



    1100 North Market Street



    Wilmington, Delaware 19890



    Attention: CMBS Trustee – CGCMT 2022-

GC48

    Fax number: (302) 636-4140



    Email: cmbstrustee@wilmingtontrust.com

     


     

    


Rialto Capital Advisors, LLC,


as a Special Servicer




Southeast Financial Center




200 S. Biscayne Blvd, Suite 3550




Miami, Florida 33131




Attention: Liat Heller




Facsimile number: (305) 229-6425


 


Email: liat.heller@rialtocapital.com






    	 	FF-2-1	 



     


    


 


	

Jenna Unell, Senior Managing Director email:

jenna.unell@greyco.com	

    with a copy to:

    Rialto Capital Advisors, LLC,

    
as a Special Servicer

    
Southeast Financial Center



    200 S. Biscayne Blvd, Suite 3550



    Miami, Florida 33131



    Attention: Jeff Krasnoff, Niral Shah
    and

    Adam Singer

    Facsimile number: (305) 229-6425

    Email: niral.shah@rialtocapital.com,


    adam.singer@rialtocapital.com, and

 jeff.krasnoff@rialtocapital.com

	 	 


 


		Re:	CGCMT 2022-GC48 Mortgage Trust Commercial
                                            Mortgage Pass Through Certificates, Series 2022-GC48



Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of June 1, 2022 (the “CGCMT 2022-GC48 PSA”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Greystone
Servicing Company LLC, as a Special Servicer, Rialto Capital Advisors, LLC, solely with respect to the Yorkshire & Lexington Towers
Whole Loan, as a Special Servicer, Wilmington Trust, National Association, as Trustee, Computershare Trust Company, National Association,
as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the CGCMT 2022-GC48 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and as asset representations reviewer (in such capacity, the “C3 Asset Representations Reviewer”),
and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “C3 Certificate Administrator”)
and as trustee (in such capacity, the “C3 Trustee”), pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3
Trust”) was established and a pool of commercial mortgage loans were transferred to the C3 Trust as of October 7, 2022 (the
“Closing Date”), including the following Serviced Companion Loan (the “Subject Serviced Companion Loan”):




    	 	FF-2-2	 



     


    


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	Yorkshire
    & Lexington Towers	Note
    A-1, Note A-16


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


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loan under the CGCMT 2022-GC48 PSA
and the Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as C3 Master Servicer, are as follows:


 


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


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C3
    Trustee:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3 Certificate
    Administrator:	Computershare
                                            Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services –
BMO 2022-C3


Fax number: (212) 816-5527






    	 	FF-2-3	 



     


    


 


		
     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Special Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com





    	 	FF-2-4	 



     


    


 


	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park Bridge Lender Services LLC

    as Operating Advisor and as Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance Manager

    with copies sent contemporaneously via
    email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com

	C3
    Depositor	BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,
    Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 


 




    	 	FF-2-5	 



     


    





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	FF-2-6	 



     


    


EXHIBIT FF-3


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Icon One Daytona)


[Date]






	
    Midland Loan Services, a Division of PNC 

Bank, National
    Association, 10851 Mastin 

Street, Suite 700

    Overland Park, Kansas 66210



    Attention: Executive Vice President –
    Division 

Head,

    Fax number: 1-888-706-3565



    E-mail: NoticeAdmin@midlandls.com (and
    

solely with respect to notices under Section 

3.13, with a copy to 

AskMidland@midlandls.com)

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street



    Suite 2900



    Kansas City, Missouri 64106-2150



    Fax Number: (816) 412-9338



    Attention: Kenda K. Tomes


    E-mail: kenda.tomes@stinson.com



	
    Wells Fargo Bank, National Association



    9062 Old Annapolis Road



    Columbia, Maryland 21045



    Attention: Corporate Trust Services – 

(CMBS)



    3650R 2021-PF1



     

    with a copy to:



     

    Telecopy Number: (410) 715-2380



     

    E-Mail: 

cts.cmbs.bond.admin@wellsfargo.com, and 

to trustadministrationgroup@wellsfargo.com,
    

except as otherwise set forth herein



	
     

    Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor


New York, New York 10016


 


Attention: 3650R 2021-PF1— Surveillance


Manager


 


with copies sent contemporaneously via email

to cmbs.notices@parkbridgefinancial.com



    
	
    3650 REIT Loan Servicing LLC



    2977 McFarlane Road, Suite 300



    Miami, Florida 33133



    Attention: General Counsel

    E-mail: compliance@3650REIT.com



    

    

    

    

    

	 	 
	 	 



		Re:	3650R 2021-PF1 Mortgage Trust Commercial
                                            Mortgage Pass Through Certificates, Series 2021-PF1





    	 	FF-3-1	 



     


    


Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “3650R 2021-PF1 PSA”), between 3650 REIT
Commercial Mortgage Securities II LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
3650 REIT Loan Servicing LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee,
and Park Bridge Lender Services LLC as operating advisor and as asset representations reviewer. Capitalized terms used but not defined
herein shall have the meanings given to them in the 3650R 2021-PF1 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and as asset representations reviewer (in such capacity, the “C3 Asset Representations Reviewer”),
and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “C3 Certificate Administrator”)
and as trustee (in such capacity, the “C3 Trustee”), pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3
Trust”) was established and a pool of commercial mortgage loans were transferred to the C3 Trust as of October 7, 2022 (the
“Closing Date”), including the following Serviced Companion Loan (the “Subject Serviced Companion Loan”):


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	Icon
    One Daytona	Note
    A-2, Note A-3


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


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loan under the 3650R 2021-PF1 PSA
and the related Intercreditor Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National
Association, as C3 Master Servicer, are as follows:


 


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




    	 	FF-3-2	 



     


    


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C3
    Trustee:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Certificate Administrator:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com





    	 	FF-3-3	 



     


    


 


	C3
    Special Servicer	Midland
                                            Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park
                                            Bridge Lender Services LLC

                                                    as Operating Advisor and as Asset Representations Reviewer

                                            600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance Manager

    with copies sent contemporaneously via
    email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com

	C3
    Depositor	BMO
                                            Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian and David Schell


Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com


 


With a copy to:

 






    	 	FF-3-4	 



     


    


 


		
    

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 


 





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	FF-3-5	 



     


    


EXHIBIT FF-4


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Bell Works)


[Date]






	
    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



    Attn: Kraig Kohring



    Fax Number: (816) 753-1536



     

    Email: kkohring@polsinelli.com


     

    

    Wilmington Trust, National Association




1100 North Market Street




Wilmington, Delaware 19890




Attention: CMBS Trustee Benchmark 2022-

B35


Fax number: (302) 636-4140




Email: cmbstrustee@wilmingtontrust.com 
	
    KeyBank National Association



    11501 Outlook Street, Suite 300



    Overland Park, Kansas 66211



    Attention: Alan Williams



    (877) 379-1625



    Email: keybank_notices@keybank.com



     

    with a copy to:



     

    Polsinelli



    900 West 48th Place, Suite 900



    Kansas City, Missouri 64112



    Attn: Kraig Kohring



    Fax Number: (816) 753-1536



    Email: kkohring@polsinelli.com



     

    Computershare Trust Company, National 

Association


as custodian




1055 10th Avenue SE




Minneapolis, Minnesota 55414




Attention: Document Custody Group – 

Benchmark 2022-B35


with a copy to:




cmbscustody@wellsfargo.com



	
    
	
     

	
    Computershare Trust Company, National 

Association



    as certificate administrator



    9062 Old Annapolis Road



    Columbia, Maryland 21045



    Attention: Corporate Trust Services –

 Benchmark
    2022-B35

    with a copy to:



    cts.cmbs.bond.admin@wellsfargo.com



    trustadministrationgroup@wellsfargo.com and



    trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC



    600 Third Avenue, 40th Floor



    New York, New York 10016



    Attention: Benchmark 2022-B35— 

Surveillance
    Manager

     

    with copies sent contemporaneously via 

email to 

cmbs.notices@parkbridgefinancial.com





    	 	FF-4-1	 



     


    





		Re:	Benchmark
                                            2022-B35 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B35



Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of May 1, 2022 (the “BMARK 2022-B35 PSA”), among Citigroup Commercial
Mortgage Securities Inc., as depositor, KeyBank National Association, as master servicer, KeyBank National Association, as special servicer,
Computershare Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the BMARK 2022-B35 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and as asset representations reviewer (in such capacity, the “C3 Asset Representations Reviewer”),
and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “C3 Certificate Administrator”)
and as trustee (in such capacity, the “C3 Trustee”), pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3
Trust”) was established and a pool of commercial mortgage loans were transferred to the C3 Trust as of October 7, 2022 (the
“Closing Date”), including the following Serviced Companion Loan (the “Subject Serviced Companion Loan”):


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	Bell
    Works	Note
    A-8


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


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loan under the BMARK 2022-B35 PSA
and the related Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as C3 Master Servicer, are as follows:


 




    	 	FF-4-2	 



     


    


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


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C3
    Trustee:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Certificate Administrator:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
                                            Loan Services, a Division of PNC Bank, National Association,


10851 Mastin
Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Fax number:
1-888-706-3565


 


with a copy
to:


 


Stinson
LLP


1201 Walnut
Street, Suite 2900


Kansas City,
Missouri 64106-2150


Attention:
Kenda K. Tomes


Fax number: (816) 412-9338






    	 	FF-4-3	 



     


    


 


		

    and with respect
    to e-mail pursuant to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Special Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park Bridge Lender Services LLC

        as Operating Advisor and as Asset 

Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance Manager

    with copies sent contemporaneously via
    email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com

	C3
    Depositor	BMO
                                            Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian and David Schell





    	 	FF-4-4	 



     


    


 


		

    Email: paul.vanderslice@bmo.com,
    Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 


 





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 




    	 	FF-4-5	 



     


    


EXHIBIT FF-5


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(111 River Street)


[Date]






	
    KeyBank National Association



    11501 Outlook Street, Suite 300



    Overland Park, Kansas 66211



    Attention: Michael A. Tilden



    Email: michael_a_tilden@keybank.com



    Fax: 877-379-1625



     

    with copies to:



     

    Polsinelli



    900 West 48th Place, Suite 900



    Kansas City, Missouri 64112



    Attention: Kraig Kohring



    Email: kkohring@polsinelli.com



    fax number (816) 753-1536



     
	
    KeyBank National Association



    11501 Outlook Street, Suite 300



    Overland Park, Kansas 66211



    Attention: Alan Williams



    Email: keybank_notices@keybank.com



    Fax: 877-379-1625



     

    with copies to:



    Polsinelli



    900 West 48th Place, Suite 900



    Kansas City, Missouri 64112



    Attention: Kraig Kohring



    Email: kkohring@polsinelli.com



    fax number (816) 753-1536



	
    CWCapital Asset Management LLC



    900 19th Street, NW, 8th Floor



    Washington, D.C. 20006



    Attention: Brian Hanson (BMO 2022-C1)



    email: 

CWCAMContractNotices@cwcapital.com

     

    with a copy to:



     

    CWCapital Asset Management LLC



    900 19th Street, NW, 8th Floor



    Washington, D.C. 20006



    Attention: Legal Department (BMO 2022-C1)



     


Computershare Trust Company, National 

Association


9062 Old Annapolis Road




Columbia, Maryland 21045




Attention: Corporate Trust Services – 

BMO2022-C1




with a copy to:




cts.cmbs.bond.admin@wellsfargo.com


	
    Situs Holdings, LLC



    2 Embarcadero Center, 8th Floor



    San Francisco, California 94111



    Attention: Stacey Ciarlanti



    email: staceyciarlanti@situsamc.com



     

    with a copy to:



     

    Situs Group, LLC



    5065 Westheimer, Suite 700E



    Houston, Texas 77056



    Attention: Legal Department



    email: legal@situsamc.com



     

    Computershare Trust Company, National 

Association




1055 10th Avenue SE




Minneapolis, Minnesota 55414




Attention: Document Custody Group – 

BMO2022-C1




with a copy to:




cmbscustody@wellsfargo.com







    	 	FF-5-1	 



     


    


 


	
    trustadministrationgroup@wellsfargo.com

     
	
	
    Wilmington Trust, National Association



    1100 North Market Street



    Wilmington, Delaware 19890



    Attention: CMBS Trustee BMO 2022-C1



    Fax number: (302) 636 4140



    Email: cmbstrustee@wilmingtontrust.com
	 


	 	Re:	BMO 2022-C1 Mortgage Trust Commercial Mortgage Pass Through Certificates,
  Series 2022-C1




Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “BMO 2022-C1 PSA”), among BMO Commercial
Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer,
Situs Holdings, LLC, as a Special Servicer, solely with respect to the 360 Rosemary Loan Combination, KeyBank National Association, as
a Special Servicer solely with respect to the 111 River Street Loan Combination, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the BMO
2022-C1 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and as asset representations reviewer (in such capacity, the “C3 Asset Representations Reviewer”),
and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “C3 Certificate Administrator”)
and as trustee (in such capacity, the “C3 Trustee”), pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3
Trust”) was established and a pool of commercial mortgage loans were transferred to the C3 Trust as of October 7, 2022 (the
“Closing Date”), including the following Serviced Companion Loan (the “Subject Serviced Companion Loan”):


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	111
    River Street	Note
    A-3


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




    	 	FF-5-2	 



     


    


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loan under the BMO 2022-C1 PSA and
the related Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as C3 Master Servicer, are as follows:


 


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


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C3
    Trustee:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Certificate Administrator:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
                                            Loan Services, a Division of PNC Bank, National Association,


10851 Mastin
Street, Suite 700

Overland Park, Kansas 66210






    	 	FF-5-3	 



     


    


 


		

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Special Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park
                                            Bridge Lender Services LLC

                                                                                                                 as Operating Advisor and as Asset

                                                                                                                 Representations Reviewer

                                            600 Third Avenue, 40th Floor


New York, New York 10016

Attention: BMO 2022-C3— Surveillance Manager


with copies sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com, and with






    	 	FF-5-4	 



     


    


 


		respect to e-mail pursuant to Section
    12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com

	C3
    Depositor	BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com,
    Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 


 




    	 	FF-5-5	 



     


    





	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	FF-5-6	 



     


    


EXHIBIT FF-6


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


([469 7th Avenue] [Wells Fargo Center Tampa] [La
Habra Marketplace] [Central States Industrial Portfolio] [Lakeshore Marketplace] [Art Ovation Hotel])


[TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]


[Date]






	
    [Outside Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

     

	
    [Outside Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

     

	
    [Outside Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]



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




Ladies and Gentlemen:


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


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “C3 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C3 Depositor”), Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer (in such capacity, the “C3 Master Servicer”) and as special servicer (in such capacity,
the “C3 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “C3
Operating Advisor”) and asset representations




    	 	FF-6-1	 



     


    


reviewer (in such capacity, the “C3
Asset Representations Reviewer”), and Computershare Trust Company, National Association, as certificate administrator (in such
capacity, the “C3 Certificate Administrator”) and as trustee (in such capacity, the “C3 Trustee”),
pursuant to which the BMO 2022-C3 Mortgage Trust (the “C3 Trust”) was established and a pool of commercial mortgage
loans were transferred to the C3 Trust as of October 7, 2022 (the “Closing Date”), including the following Companion
Loan(s) (the “Subject Serviced Companion Loan(s)”):


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	[469
    7th Avenue]	[Note
    A-2]
	[Wells
    Fargo Center Tampa]	[Note
    A-2]
	[La
    Habra Marketplace]	[Note
    A-1-A, Note A-2-B]
	[Central
    States Industrial Portfolio]	[Note
    A-1]
	[Lakeshore
    Marketplace]	[Note
    A-1]
	[Art
    Ovation Hotel]	[Note
    A-1]


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


1.       Computershare
Trust Company, National Association, as trustee under the C3 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all amounts payable
to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the Subject Serviced Companion Loan(s) under Lead Servicing PSA and
the related [Intercreditor Agreement(s)][Co-Lender Agreement(s)], respectively. The wire instructions for Midland Loan Services, a Division
of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 


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


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the C3 Operating
Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 




    	 	FF-6-2	 



     


    


 


	C3
    Trustee:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Certificate Administrator:	Computershare Trust
    Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services
    – BMO 2022-C3

    Fax number: (212) 816-5527

     

    with
    a copy to: trustadministrationgroup@wellsfargo.com

	C3
    Master Servicer	Midland
    Loan Services, a Division of PNC Bank, National Association,

    10851
    Mastin Street, Suite 700

    Overland
    Park, Kansas 66210

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Special Servicer	Midland
                                            Loan Services, a Division of PNC Bank, National Association,


10851 Mastin
Street, Suite 700


Overland Park, Kansas 66210






    	 	FF-6-3	 



     


    


 


		

    Attention:
    Executive Vice President – Division Head

    Fax
    number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson
    LLP

    1201
    Walnut Street, Suite 2900

    Kansas
    City, Missouri 64106-2150

    Attention:
    Kenda K. Tomes

    Fax
    number: (816) 412-9338

     

    and with respect to e-mail pursuant
    to pursuant to Section 12.06 and Section 12.13 of the C3 PSA, at NoticeAdmin@midlandls.com

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Park Bridge Lender Services LLC

    
as Operating Advisor and as Asset Representations Reviewer

    
600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C3— Surveillance Manager

    with copies sent contemporaneously via
    email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of the C3 PSA, at cmbs.notices@parkbridgefinancial.com

	C3
    Depositor	BMO Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian and David Schell


Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


With a copy to:


 


BMO Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036






    	 	FF-6-4	 



     


    


 


		
    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 


 


3.       The
C3 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is KKR Real Estate Credit Opportunity
Partners II L.P.


 








	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



 





    	 	FF-6-5	 



     


    


EXHIBIT GG


 


SPECIFIED mortgage
LOANS





	 	1.      	Phoenix Industrial Portfolio IX (Loan No. 4)	 
	 	 	 
	 	2.      	50 Tice Corporate Center (Loan No. 5)	 
	 	 	 
	 	3.      	Bayou City Portfolio (Loan No. 7)	 
	 	 	 
	 	4.      	Art Ovation Hotel (Loan No. 24)	 
	 	 	 
	 	5.      	Hampton Inn Richmond (Loan No. 26)	 
	 	 	 
	 	6.      	Knoxville MHC Portfolio (Loan No. 35)	 





















 






 




    	 	GG-1	 



     


    


EXHIBIT HH


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


To: [Addresses of Recipients]


 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3


 


Ladies and Gentlemen:


 


In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of October 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 by the Certificate Administrator, and is hereby issuing the following Asset Review Report.


 


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


 


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



 


	 	3.	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.


 


 


	 	PARK BRIDGE LENDER 

SERVICES LLC, as Asset 

Representations Reviewer
	 	 
	 	 



	 	 	By:	 



	 	 		 



	 	 	Name:	 



	 	 		 



	 	 	Title:	 



	 	 		 





 


 


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




 


 


Exhibit A







    	 	HH-1	 



     


    


 


Detailed Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan Name	Mortgage Loan Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


 


 


 




    	 	HH-2	 



     


    


EXHIBIT II


FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3


 


Ladies and Gentlemen:


 


In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), the undersigned,
as asset representations reviewer (the “ARR”), has performed an Asset Review on each Delinquent Loan identified
by the Certificate Administrator, and is hereby issuing the following Asset Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.


 


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


 


	 	3.	The ARR, other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.


 


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


 





	 	PARK BRIDGE LENDER SERVICES LLC, as Asset 

  Representations Reviewer
	 	 
	 	 




	 	 	By:	 



	 	 	Name:	 




	 	 	Title:	 








 


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


 









    	 	II-1	 



     


    


 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name 	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b


  




    	 	II-2	 



     


    


EXHIBIT JJ


ASSET REVIEW PROCEDURES 




Subject to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures
for Asset Review of each Delinquent Loan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them
in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities and
duties with respect to Asset Reviews.


Call for Review and Collection and Inventory
of Review Materials


 


	Step 1	The Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:




		■	Notice of Asset Review Trigger (with attachments)



		■	Notice of Asset Review Vote Election



		■	Asset Review Notice



		■	List of all Delinquent Loans



		■	Review Materials for each Delinquent Loan via Secure Data Room access, including,
among other documents, the Diligence File



		■	Any Unsolicited Information (if applicable)



	Step 2	For each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what,
if any, Review Materials for such Delinquent Loan are missing, using the list of documents in the definition of “Mortgage File”
of this Agreement, any comparable lists included in the related Loan Purchase Agreement, and any closing checklist from the origination
of such Delinquent Loan, to guide its review and determination




	Step 3	If ARR determines that the Review Material made available or delivered to it in the Secure Data Room with respect to any Delinquent Loan
is missing any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents
and notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans) of such missing documents. If any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable,
the ARR shall request such documents from the related Mortgage Loan Seller.




Analysis and Testing
of Representations and Warranties




    	 	Exhibit JJ-1	 



     


    





	Step 4	For each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan,
ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect
to such Delinquent Loan as follows:




		■	ARR reviews each representation and warranty and each item included in the
Review Materials applicable or related to such representation or warranty to determine whether there is any evidence that such representation
or warranty was not true when made by the related Mortgage Loan Seller



		■	For each representation and warranty, ARR lists 



		●	all items from the Review Materials reviewed or used in its testing of such
representation and warranty



		●	whether ARR has determined that there is any evidence that such representation
or warranty was not true when made by the related Mortgage Loan Seller, and



		o	if so, stating the aspect of the applicable representation or warranty that
does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



		o	completing the Asset Review Report by setting forth, for each Delinquent
Loan, the information contemplated herein with respect to each representation and warranty



ARR will not attempt (and has no obligation) to determine
the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated
herein.




    	 	Exhibit JJ-2	 



     


    


EXHIBIT KK


FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


Computershare Trust Company, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services – BMO 2022-C3


 


	Attention:         	BMO 2022-C3 Mortgage Trust, Commercial Mortgage

  Pass-Through Certificates, Series 2022-C3







In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2022
(the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is an authorized representative of [________________________].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room
is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement,
(b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned
is deemed to have recertified that the representations above remains true and correct.



 


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



 


 





 



1 Required to the extent that a party other than
the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.






    	 	KK-1	 



     


    


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


		[_________________] 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 




	Dated:	 	 









	[BMO Commercial Mortgage Securities LLC



as Depositor]1


	 
	 	 	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 



 





    	 	KK-2	 



     


    


EXHIBIT LL


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
    Midland Loan Services, a Division of PNC 

Bank, National Association,

    
as Master Servicer and as Special Servicer



    10851 Mastin Street, Suite 700



    Overland Park, Kansas 66210



    Attention: Executive Vice President – Division 

Head

    Fax number: (888) 706-3565



    Email: NoticeAdmin@midlandls.com
	
    Park Bridge Lender Services LLC

    
as Operating Advisor and Asset

    
Representations Reviewer

    
600 Third Avenue, 40th Floor



    New York, New York 10016



    Attention: BMO 2022-C3— Surveillance 

Manager

    (with a copy sent contemporaneously via



    email to 

cmbs.notices@parkbridgefinancial.com)

     



	Attention:        	BMO 2022-C3 Mortgage Trust, Commercial Mortgage

  Pass-Through Certificates, Series 2022-C3




In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
and Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, the Certificate Administrator hereby
notifies you that as of [RELATED DISTRIBUTION DATE]:


 


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



 


		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.


 


 


 



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


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




    	 	LL-1	 



     


    




	 	 	 
	 	 	 
	 		Computershare Trust Company, National
Association, as
	 	 		Certificate Administrator for the Holders of the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C3
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	[Name]
	 		 	[Title]



 





    	 	LL-2	 



     


    


 


Exhibit A












    	 	LL-3	 



     


    


 


Exhibit B




    	 	LL-4	 



     


    


EXHIBIT MM


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


[Date]


 


[Name and Address of Retaining Party] 


		Re:	BMO 2022-C3 Mortgage
                                            Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3 (BMO Commercial Mortgage
                                            Securities LLC as Depositor)



In accordance with Section 5.02(f)
of the Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Agreement”), pursuant to which the captioned
series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned, as Certificate
Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in the Retained Interest
Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”), which
constitute some or all of the Class [F-RR][G-RR][J-RR][K-RR] Certificates, for the benefit of [Name of Retaining Party], the registered
holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered holder
thereof in accordance with the Agreement, including pursuant to any written wiring instructions provided in accordance with the Agreement.


This receipt is solely for
the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such Person to delivery
of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions on transfer set forth
in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the Agreement.


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement.





	 	 	 
	 	 	 
	 		Computershare Trust
    Company,
	 	 		National Association,

    not in its individual capacity

    but solely as Certificate Administrator
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:



 





    	 	MM-1	 



     


    


Schedule I


 


Certificates Registered in the Name of [Retaining
Party]


	
    Class

    (CUSIP)
	
    Certificate

    No.
	
    Initial

    Certificate Balance

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	MM-2	 



     


    


EXHIBIT NN


INITIAL
SERVICED COMPANION LOAN HOLDERS


 


	Serviced
    Companion Loan	Initial
    Serviced Companion Loan Holder	Address
	Kingston
    Square Apartments	 Notes
    A-3 and A-4	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

	Phoenix
    Industrial Portfolio IX	Note
    A-2, Note A-3, Note A-4, Note A-5 and Note A-6	UBS AG

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Henry Chung

    Facsimile number: (212) 821-2943

     

    with a copy to:

     

    UBS Business Solution LLC

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Chad Eisenberger, Executive
    Director & Counsel

	469
    7th Avenue	Note
    A-1, Note A-3 and Note A-5	 Citi
                                            Real Estate Funding Inc.

                                            390 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, 7th Floor


New York, New York 10013


Attention: Raul Orozco


Facsimile number: (347) 394-0898






    	 	NN-1	 



     


    


 


	
		

    with an electronic copy emailed to:
    raul.d.orozco@citi.com

     

    and

     

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 17th Floor

    New York, New York 10013

    Attention: Ryan M. O’Connor

    Facsimile number: (646) 862-8988

     

    with an electronic copy emailed to:
    ryan.m.oconnor@citi.com

	Note
    A-4 and Note A-6	UBS AG

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Henry Chung

    Facsimile number: (212) 821-2943

     

    with a copy to:

     

    UBS Business Solution LLC

    1285 Avenue of the Americas

    New York, New York 10019

    Attention: Chad Eisenberger, Executive
    Director & Counsel

	Wells
    Fargo Tampa Bay Center	Note
    A-1	Citi
                                            Real Estate Funding Inc.


388 Greenwich Street, 6th Floor


New York, New York 10013


Attention: Richard Simpson


Facsimile number: (646) 328-2943


 


with an electronic copy emailed to: richard.simpson@citi.com


 


with copies to:


 


Citi Real Estate Funding Inc.


390 Greenwich Street, 5th Floor


New York, New York 10013


Attention: Raul Orozco


Facsimile number: (347) 394-0898


 


with an electronic copy emailed to: raul.d.orozco@citi.com


 


and


 


Citi Real Estate Funding Inc.


388 Greenwich Street, 17th Floor


New York, New York 10013


Attention: Ryan M. O’Connor


Facsimile number: (646) 862-8988


 


with an electronic copy emailed
to: ryan.m.oconnor@citi.com






    	 	NN-2	 



     


    



 


			

     

	Saks
    Fulfillment Center	Note
    A-3	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

	La
    Habra Marketplace	Note
    A-1-B, Note A-2-A, Note A-2-C, Note A-3-A, Note A-3-B, Note A-3-C	3650 REIT Warehouse Facility Entity
    2A LLC

    c/o 3650 Real Estate Investment Trust 2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

    

    with a copy to:

    Cadwalader, Wickersham &
    Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

    


     

	Central
    States Industrial Portfolio	Note
    A-2, Note A-3, Note A-4	3650 REIT Warehouse Facility Entity
    2A LLC

    c/o 3650 Real Estate Investment Trust 2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

    

    with a copy to:

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

    


	Lakeshore
    Marketplace	Note
    A-2	3650
                                            REIT Warehouse Facility Entity 2A LLC

                                            c/o 3650 Real Estate Investment Trust 2 LLC

                                            2977 McFarlane Road, Suite 300

                                            Coconut Grove, Florida 33133

                                            Attention: Legal Department






    	 	NN-3	 



     


    


 


			
    

    Email: compliance@3650REIT.com

    

    with a copy to:

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

    

    

	Art Ovation Hotel	Note A-2, Note A-3, Note A-4	
    3650 REIT Warehouse Facility Entity 2A LLC

    c/o 3650 Real Estate Investment Trust 2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

    

    with a copy to:

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

    

    







    	 	NN-4