Exhibit 4.2 


 


EXECUTION VERSION


 








	 



 


BARCLAYS
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


 


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







 





 



 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of February 1, 2022







 





 



 


BBCMS
Mortgage Trust 2022-C14

Commercial Mortgage Pass-Through Certificates

Series 2022-C14





	 


 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE
    I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	6
	Section 1.02	Certain Calculations	120
	 
	ARTICLE
    II
	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of
    Mortgage Loans	121
	Section 2.02	Acceptance by
    Trustee	129
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	134
	Section 2.04	Execution of
    Certificates; Issuance of  Lower-Tier Regular Interests	150
	Section 2.05	Creation of the
    Grantor Trust	151
	 	 	 
	ARTICLE
    III
	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE TRUST FUND
	 	 	 
	Section 3.01	Administration
    of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	151
	Section 3.02	Collection of
    Mortgage Loan Payments	159
	Section 3.03	Collection of
    Taxes, Assessments and Similar Items; Servicing Accounts	165
	Section 3.04	The Collection
    Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Excess Interest Distribution Account	169
	Section 3.05	Permitted Withdrawals
    from the Collection Account, the Distribution Accounts and the Companion Distribution Account	176
	Section 3.06	Investment of
    Funds in the Collection Account, the REO Account and Loss of Value Reserve Fund	187
	Section 3.07	Maintenance of
    Insurance Policies; Errors and Omissions and Fidelity Coverage	189
	Section 3.08	Enforcement of
    Due-on-Sale Clauses; Assumption Agreements	194
	Section 3.09	Realization Upon
    Defaulted Loans and Companion Loans	199



 



    -i-


     


    

 


	Section
    3.10	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	203
	Section 3.11	Servicing Compensation	204
	Section 3.12	Inspections;
    Collection of Financial Statements; Delivery of Reports	211
	Section 3.13	Access to Certain
    Information	217
	Section 3.14	Title to REO
    Property; REO Account	230
	Section 3.15	Management of
    REO Property	231
	Section 3.16	Sale of Defaulted
    Loans and REO Properties	234
	Section 3.17	Additional Obligations
    of Master Servicer and Special Servicer	240
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	243
	Section 3.19	Transfer of Servicing
    Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	255
	Section 3.20	Sub-Servicing
    Agreements	263
	Section 3.21	Interest Reserve
    Account	266
	Section 3.22	Directing Certificateholder
    and Operating Advisor Contact with Master Servicer and Special Servicer	267
	Section 3.23	Controlling Class
    Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	267
	Section 3.24	Intercreditor
    Agreements	271
	Section 3.25	Rating Agency
    Confirmation	274
	Section 3.26	The Operating
    Advisor	275
	Section 3.27	Companion Paying
    Agent	283
	Section 3.28	Serviced Companion
    Noteholder Register	284
	Section 3.29	Certain Matters
    Relating to the Whole Loans	284
	Section 3.30	[RESERVED]	287
	Section 3.31	Resignation upon
    Prohibited Risk Retention Affiliation	287
	Section 3.32	[RESERVED]	288
	Section 3.33	Delivery of Excluded
    Information to the Certificate Administrator	288
	Section 3.34	Certain Matters
    with Respect to Joint Mortgage Loans	289
	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	293
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	304
	Section 4.03	P&I Advances	310
	Section 4.04	Allocation of
    Realized Losses	314
	Section 4.05	Appraisal Reduction
    Amounts; Collateral Deficiency Amounts	314
	Section 4.06	Grantor Trust
    Reporting	319
	Section 4.07	Investor Q&A
    Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	320
	Section 4.08	Secure Data Room	323



 



    -ii-


     


    

 


	ARTICLE
    V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	324
	Section 5.02	Form and Registration	325
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	328
	Section 5.04	Mutilated, Destroyed,
    Lost or Stolen Certificates	338
	Section 5.05	Persons Deemed
    Owners	338
	Section 5.06	Access to List
    of Certificateholders’ Names and Addresses; Special Notices	339
	Section 5.07	Maintenance of
    Office or Agency	340
	Section 5.08	Appointment of
    Certificate Administrator	340
	Section 5.09	[RESERVED]	341
	Section 5.10	Voting Procedures	341
	 	 	 
	ARTICLE
    VI
	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	342
	Section 6.02	Liability of
    the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	348
	Section 6.03	Merger, Consolidation
    or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	348
	Section 6.04	Limitation on
    Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
    and Others	350
	Section 6.05	Depositor, Master
    Servicer and Special Servicer Not to Resign	356
	Section 6.06	Rights of the
    Depositor in Respect of the Master Servicer and the Special Servicer	356
	Section 6.07	The Master Servicer
    and the Special Servicer as Certificate Owner	357
	Section 6.08	The Directing
    Certificateholder	357
	Section 6.09	Knowledge of
    Computershare Trust Company, National Association	364
	 	 	 
	ARTICLE
    VII
	 
	SERVICER
    TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination
    Events; Master Servicer and Special Servicer Termination	364



 



    -iii-


     


    

 


	Section
    7.02	Trustee
    to Act; Appointment of Successor	373
	Section 7.03	Notification
    to Certificateholders	375
	Section 7.04	Waiver of Servicer
    Termination Events	375
	Section 7.05	Trustee as Maker
    of Advances	376
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the
    Trustee and the Certificate Administrator	376
	Section 8.02	Certain Matters
    Affecting the Trustee and the Certificate Administrator	378
	Section 8.03	Trustee and Certificate
    Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	380
	Section 8.04	Trustee or Certificate
    Administrator May Own Certificates	380
	Section 8.05	Fees and Expenses
    of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	381
	Section 8.06	Eligibility Requirements
    for Trustee and Certificate Administrator	382
	Section 8.07	Resignation and
    Removal of the Trustee and Certificate Administrator	383
	Section 8.08	Successor Trustee
    or Certificate Administrator	385
	Section 8.09	Merger or Consolidation
    of Trustee or Certificate Administrator	386
	Section 8.10	Appointment of
    Co-Trustee or Separate Trustee	386
	Section 8.11	Appointment of
    Custodians	387
	Section 8.12	Representations
    and Warranties of the Trustee	388
	Section 8.13	Provision of
    Information to Certificate Administrator, Master Servicer and Special Servicer	389
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	389
	Section 8.15	Compliance with
    the PATRIOT Act	390
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon
    Repurchase or Liquidation of All Mortgage Loans	391
	Section 9.02	Additional Termination
    Requirements	394
	 	 	 
	ARTICLE
    X
	 
	ADDITIONAL
    REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	395
	Section 10.02	Use of Agents	399
	Section 10.03	Depositor, Master
    Servicer and Special Servicer to Cooperate with Certificate Administrator	399
	Section 10.04	Appointment of
    REMIC Administrators	399



 



    -iv-


     


    

 


	ARTICLE
    XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the
    Parties; Reasonableness	400
	Section 11.02	Succession; Subcontractors	401
	Section 11.03	Filing Obligations	403
	Section 11.04	Form 10-D
    and Form ABS-EE Filings	404
	Section 11.05	Form 10-K
    Filings	408
	Section 11.06	Sarbanes-Oxley
    Certification	411
	Section 11.07	Form 8-K
    Filings	413
	Section 11.08	Form 15
    Filing	415
	Section 11.09	Annual Compliance
    Statements	415
	Section 11.10	Annual Reports
    on Assessment of Compliance with Servicing Criteria	417
	Section 11.11	Annual Independent
    Public Accountants’ Attestation Report	419
	Section 11.12	Indemnification	420
	Section 11.13	Amendments	423
	Section 11.14	Regulation AB
    Notices	423
	Section 11.15	Certain Matters
    Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	423
	Section 11.16	Certain Matters
    Regarding Significant Obligors	429
	Section 11.17	Impact of Cure
    Period	429
	 	 	 
	ARTICLE
    XII
	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	429
	Section 12.02	Payment of Asset
    Representations Reviewer Fees and Expenses; Limitation of Liability	435
	Section 12.03	Resignation of
    the Asset Representations Reviewer	436
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	437
	Section 12.05	Termination of
    the Asset Representations Reviewer	437
	 	 	 
	ARTICLE
    XIII
	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 13.01	Amendment	440
	Section 13.02	Recordation of
    Agreement; Counterparts	445
	Section 13.03	Limitation on
    Rights of Certificateholders	446
	Section 13.04	Governing Law;
    Submission to Jurisdiction; Waiver of Jury Trial	447
	Section 13.05	Notices	447
	Section 13.06	Severability
    of Provisions	455
	Section 13.07	Grant of a Security
    Interest	455
	Section 13.08	Successors and
    Assigns; Third Party Beneficiaries	455



 



    -v-


     


    

 


	Section
    13.09	Article and
    Section Headings	456
	Section 13.10	Notices to the
    Rating Agencies	456
	Section 13.11	Recognition of
    U.S. Special Resolution Regimes	458
	Section 13.12	Limitation on
    the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	458
	Section 13.13	Cooperation with
    the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	459
	Section 13.14	PNC Bank, National
    Association	459




 






    -vi-


     


    

 





	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate
    (Other than Class R and Class S Certificates)
	EXHIBIT A-2	Form of Class
    R Certificate
	EXHIBIT A-3	Form of Class
    S Certificate
	EXHIBIT B	Mortgage Loan
    Schedule
	EXHIBIT C	Form of Investment
    Representation Letter
	EXHIBIT D-1	Form of Transferee
    Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	Form of Transferor
    Letter for Transfers of Class R Certificates
	EXHIBIT D-3	Form of Transferee
    Certificate for Transfers of the HRR Certificates
	EXHIBIT D-4	Form of Transferor
    Certificate for Transfers of the HRR Certificates
	EXHIBIT E	Form of Request
    for Release
	EXHIBIT F-1	Form of ERISA
    Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA
    Representation Letter Regarding Class R and Class S Certificates
	EXHIBIT G	Form of Distribution
    Date Statement
	EXHIBIT H	Form of Omnibus
    Assignment
	EXHIBIT I	Form of Transfer
    Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer
    Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer
    Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer
    Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer
    Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer
    Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer
    Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor
    Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor
    Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor
    Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor
    Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice
    of Excluded Controlling Class Holder
	EXHIBIT P-1F	Form of Notice
    of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator
	EXHIBIT P-1G	Form of Certification
    of the Directing Certificateholder
	EXHIBIT P-2	Form of Certification
    for NRSROs



 



    -vii-


     


    

 


	EXHIBIT
    P-3	Online
    Market Data Provider Certification
	EXHIBIT Q	Custodian Certification/Exception
    Report
	EXHIBIT R	Form of Power
    of Attorney by Trustee for Master Servicer and Special Servicer
	EXHIBIT S	Initial Serviced
    Companion Noteholders
	EXHIBIT T	Form of Notice
    for Non-Serviced Mortgage Loan
	EXHIBIT U	Form of Notice
    and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	Form of Operating
    Advisor Annual Report
	EXHIBIT W	Form of Notice
    from Operating Advisor Recommending Replacement of Special Servicer
	EXHIBIT X	Form of Confidentiality
    Agreement
	EXHIBIT Y	Form Certification
    to be Provided with Form 10-K
	EXHIBIT Z-1	Form of Certification
    to be Provided to Depositor by Certificate Administrator
	EXHIBIT Z-2	Form of Certification
    to be Provided to Depositor by Master Servicer
	EXHIBIT Z-3	Form of Certification
    to be Provided to Depositor by Special Servicer
	EXHIBIT Z-4	Form of Certification
    to be Provided to Depositor by Trustee
	EXHIBIT Z-5	Form of Certification
    to be Provided to Depositor by Operating Advisor
	EXHIBIT Z-6	Form of Certification
    to be Provided to Depositor by Custodian
	EXHIBIT Z-7	Form of Certification
    to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	Servicing Criteria
    to be Addressed in Assessment of Compliance
	EXHIBIT BB	Additional Form 10-D
    Disclosure
	EXHIBIT CC	Additional Form 10-K
    Disclosure
	EXHIBIT DD	Form 8-K
    Disclosure Information
	EXHIBIT EE	Additional Disclosure
    Notification
	EXHIBIT FF	Initial Sub-Servicers
	EXHIBIT GG	Servicing Function
    Participants
	EXHIBIT HH	Form of Annual
    Compliance Statement
	EXHIBIT II	Form of Report
    on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	CREFC®
    Payment Information
	EXHIBIT KK	Form of Notice
    of Additional Indebtedness
	EXHIBIT LL	[RESERVED]
	EXHIBIT MM	Additional Disclosure
    Notification (Accounts)
	EXHIBIT NN	Form of Notice
    of Purchase of Controlling Class Certificate
	EXHIBIT OO	Form of Asset
    Review Report by the Asset Representations Reviewer
	EXHIBIT PP	Form of Asset
    Review Report Summary
	EXHIBIT QQ	Asset Review
    Procedures
	EXHIBIT RR	Form of Certification
    to Certificate Administrator Requesting Access to Secure Data Room
	EXHIBIT SS	Form of Notice
    of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT	Form of Certificate
    Administrator Receipt in Respect of the Risk Retention Certificates



 



    -viii-


     


    

 


	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans
    With Additional Secured Debt
	SCHEDULE 2	Class A-SB Planned
    Principal Balance Schedule
	SCHEDULE 3	Designated Escrows
    and Reserves



 



    -ix-


     


    









 


This
Pooling and Servicing Agreement is dated and effective as of February 1, 2022, between Barclays Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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.


 


PRELIMINARY
STATEMENT:


 


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire
beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage
loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated
portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account)
for federal income tax purposes as two separate real estate mortgage investment conduits (the “Lower-Tier REMIC”
and the “Upper-Tier REMIC” and together, “Trust REMICs”).


 


In
addition, the portion of the Trust Fund consisting of the entitlement to Excess Interest and amounts in the Excess Interest Distribution
Account shall be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes, and the
Class S Certificates will represent undivided beneficial interests in the Grantor Trust. As provided herein, the Certificate Administrator
shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust
maintains its status as a Grantor Trust under federal income tax law and not be treated as part of the Trust REMICs.


 


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


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (excluding any entitlement to any Excess Interest, the Excess Interest Distribution
Account and any proceeds thereon) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class
LAS, Class LB, Class LC, Class LD, Class LERR, Class LFRR, Class LGRR, Class LHRR, Class LJRR and Class LKRR Uncertificated Interests
(the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole class of
“residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class
R Certificates.


 






     


     


    

 


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


 


	Class Designation
	 	Interest Rate
	 	Original
                                         Lower-Tier 
 Principal Amount



	Class LA1	 	(1)	 	$	35,295,000	 
	Class LA2	 	(1)	 	$	99,000,000	 
	Class LA3	 	(1)	 	$	50,000,000	 
	Class LA4	 	(1)	 	$	160,000,000	 
	Class LA5	 	(1)	 	$	258,250,000	 
	Class LASB	 	(1)	 	$	46,212,000	 
	Class LAS	 	(1)	 	$	97,314,000	 
	Class LB	 	(1)	 	$	41,706,000	 
	Class LC	 	(1)	 	$	27,803,000	 
	Class LD	 	(1)	 	$	12,512,000	 
	Class LERR	 	(1)	 	$	21,085,000	 
	Class LFRR	 	(1)	 	$	17,377,000	 
	Class LGRR	 	(1)	 	$	10,427,000	 
	Class LHRR	 	(1)	 	$	9,268,000	 
	Class LJRR	 	(1)	 	$	9,268,000	 
	Class LKRR	 	(1)	 	$	31,279,553	 
	Class LR	 	None(2)	 	None(2)	 





 


 






 


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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D,
Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates (the “Regular Certificates”),
each of which represents a “regular interest” in the Upper-Tier REMIC created hereunder.


 


The
Upper-Tier REMIC shall also issue the uncertificated Class UR Interest, which is the sole class of “residual interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest
will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment
Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required
distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class
UR Interest and shall be payable to the Holders of the Class R Certificates.


 






     -2-


     


    

 


The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans (excluding any Excess Interest) to flow
through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating any shortfall, actual or potential
(other than for credit losses), to any Regular Certificate. To the extent that the structure is believed to diverge from such
intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve
such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification
to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to
the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.


 


THE
CERTIFICATES


 


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


 


	Class
                           of Certificates
	 	Approximate
                           Initial Pass-Through Rate
	 	Original
                                       Certificate Balance or Original Notional Amount



	Class
    A-1 Certificates	 	1.72700%	 	$	35,295,000	 
	Class
    A-2 Certificates	 	2.93800%	 	$	99,000,000	 
	Class
    A-3 Certificates	 	2.96600%	 	$	50,000,000	 
	Class
    A-4 Certificates	 	2.69200%	 	$	160,000,000	 
	Class
    A-5 Certificates	 	2.94600%	 	$	258,250,000	 
	Class
    A-SB Certificates	 	2.90100%	 	$	46,212,000	 
	Class
    X-A Certificates	 	0.74024%(1)	 	$	648,757,000	(2)
	Class
    X-B Certificates	 	0.25598%(1)	 	$	166,823,000	(2)
	Class
    X-D Certificates	 	1.55439%(1)	 	$	12,512,000	(2)
	Class
    A-S Certificates	 	3.35000%	 	$	97,314,000	 
	Class
    B Certificates	 	3.14700%	 	$	41,706,000	 
	Class
    C Certificates	 	3.34500%	 	$	27,803,000	 
	Class
    D Certificates	 	2.00000%	 	$	12,512,000	 
	Class E-RR
    Certificates	 	3.55439%	 	$	21,085,000	 
	Class
    F-RR Certificates	 	3.55439%	 	$	17,377,000	 
	Class
    G-RR Certificates	 	3.55439%	 	$	10,427,000	 
	Class
    H-RR Certificates	 	3.55439%	 	$	9,268,000	 
	Class
    J-RR Certificates	 	3.55439%	 	$	9,268,000	 
	Class K-RR
    Certificates	 	3.55439%	 	$	31,279,553	 
	Class
    R Certificates	 	None(3)	 	 	N/A	 
	Class
    S Certificates	 	None(3)	 	 	N/A	 




 





 



 


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



 






     -3-


     


    

 


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



 


		(3)	Neither
                                         the Class R nor the Class S Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield
                                         Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution
                                         Account, after all required distributions under this Agreement have been made to each
                                         Class of Regular Certificates will be deemed distributed to the Class UR Interest and
                                         shall be payable to the Holders of the Class R Certificates.



 


THE
GRANTOR TRUST


 


The
portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets shall be classified as a trust under Treasury
Regulations Section 301.7701-4 and the holders of the Certificates representing beneficial ownership interests in such assets
and cashflows shall be the tax owners of such assets and cashflows under Code Section 671 (such a trust, a “Grantor Trust”).
As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose
its tax status as a “grantor trust” under the Code or (ii) be treated as part of either Trust REMIC.


 


The
following table sets forth the Class designation, the approximate initial interest entitlements, the initial Certificate Balance
and the assets (and cashflows) underlying each Certificate representing an interest in the Grantor Trust:


 


	Class Designation
	Interest


Entitlements

(per annum)
	Original


Certificate 

Balance
	Specific
Grantor 

Trust Assets 

Represented by such 

Certificate

	Class S	(1)	(1)	Class
    S Specific Grantor Trust Assets


 


		(1)	The
                                         Class S Certificates represent undivided beneficial ownership interest in the entitlement
                                         to the Excess Interest. The Class S Certificates are not entitled to distributions
                                         in respect of principal or interest other than as described in the preceding sentence.



 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $926,796,554.


 


WHOLE
LOANS


 


The
Trust includes several Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property.
The Whole Loans relating to the Trust are the whole loans secured by the Mortgaged Properties identified in the following table.
The table also 


 






     -4-


     


    

 


lists, for each Whole Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), and the type of Companion
Loan(s).


 


	Whole
    Loan	Type	Non-Serviced
    PSA	Companion
    Loan Name	Companion
    Loan Type
	Coleman
    Highline Phase IV	Servicing
    Shift	N/A(1)	Note
        A-1

        

        Note
        A-2

        

        Note
        A-5

        

        Note
        A-6

        

        Note
        A-7

        

        Note
        A-8

        

        Note
        A-9

        

        Note
        B-1

        

        Note
B-2
	Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Subordinate

        

        Subordinate

	1888
    Century Place East	Serviced	N/A	Note
        A-2

        

        Note
        A-3

        

        Note
A-4
	Pari
        Passu

        

        Pari
        Passu

        

        Pari
Passu

	1100
    & 820 First Street NE	Non-Serviced	BBCMS
    2021-C12	Note
        A-1

        

        Note
        A-4

        

        Note
        A-5

        

        Note
        A-6

        

        Note
A-7
	Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
Passu

	The
    Summit	Non-Serviced	SUMIT
    2022-BVUE	Note
        A-1-S

        Note
A-1-2

        Note
A-1-3

        Note
A-1-4

        

        Note
        A-2-S

        

        Note
        A-2-1

        

        Note
        A-2-2

        

        Note
        B-1-1

        

        Note
B-2-1
	Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Pari
        Passu

        

        Subordinate

        

        Subordinate

	The
    Hallmark	Serviced	N/A	Note
    A-2	Pari
    Passu





		(1)	On
                                         and after the securitization of the Coleman Highline Phase IV pari passu note
                                         A-1, the Coleman Highline Phase IV Whole Loan will be serviced pursuant to the Non-Serviced
                                         PSA governing the securitization of the Coleman Highline Phase IV pari passu note A-1.



 


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


 






     -5-


     


    



 


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


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB
Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent
term under the related AB Intercreditor Agreement.


 


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


 


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


 






     -6-


     


    

 


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


 


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


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the Coleman Highline
Phase IV Companion Loans and The Summit Subordinate Companion Loans are the only AB Subordinate Companion Loans related to the
Trust as of the Closing Date.


 


“AB
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include
one or more Pari Passu Companion Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan
Type” of “Pari Passu and Subordinate” or “Subordinate”. For the avoidance of doubt, the Coleman
Highline Phase IV Whole Loan and The Summit Whole Loan are the only AB Whole Loans related to the Trust as of the Closing Date.


 


“AB
Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement. With respect to The Coleman
Highline Phase IV Whole Loan, Barclays is the related AB Whole Loan Controlling Holder as of the Cut-off Date.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect
to a Specially Serviced Loan) has determined (i) prior to the occurrence and continuance of a Control Termination Event, with
the consent of the Directing Certificateholder and (ii) after a Control Termination Event has occurred and is continuing, but
prior to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing
Certificateholder (in each case, other than with respect


 






     -7-


     


    

 


to
any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with respect to a Serviced AB Whole Loan, and
prior to any related AB Control Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling Holder to
the extent required under the related Intercreditor Agreement), in its reasonable judgment, based on inquiry consistent with the
Servicing Standard, that either (a) such insurance is not available at commercially reasonable rates and that such hazards
are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around
the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided,
however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan
Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement),
will not have more than thirty (30) days to respond to the Master Servicer’s or the Special Servicer’s, as applicable,
request for such consent or consultation, as applicable; provided, further, that upon the Master Servicer’s
or the Special Servicer’s, as applicable, determination consistent with the Servicing Standard, that exigent circumstances
do not allow the Master Servicer or the Special Servicer, as applicable, to consult with the Directing Certificateholder or any
applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer or the Special Servicer, as applicable,
is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund)
shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Additional
Repurchase Obligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage
Loan Seller) that is required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan


 






     -8-


     


    

 


Seller
described in Section 2.03(b), in each case, to the extent set forth in such Mortgage Loan Purchase Agreement.


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 






     -9-


     


    

 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real
estate-related financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer
shall be performed by an Independent MAI-designated appraiser.


 


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


 






     -10-


     


    

 


estate
taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including
any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the
case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer,
the Special Servicer or the Trustee, as applicable); provided, however, that without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal
or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or
with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty
(120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above
is received by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is
at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special
Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer
as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction Event as
set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable
efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and with
respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special
Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred
twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60),
ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly
delivered in electronic format by the Special Servicer to the Master Servicer, the Operating Advisor, the Directing Certificateholder
(but only prior to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator and the
Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer
shall not calculate Appraisal Reduction Amounts.


 


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


 


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


 






     -11-


     


    

 


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


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan,
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard
to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect
of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction
in the amount of Periodic Payments on such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a
change in any other material economic term of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date
on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor
or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such
time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a
Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of
a Balloon Payment with respect to such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes
an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not
apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal
Reduction Event shall not occur at any time when the Certificate Balances of all Classes of Subordinate Certificates have been
reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor,
or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05. Notwithstanding anything to the contrary
in the definition of Appraisal Reduction Event, no event, circumstance or action that has occurred or will occur with respect
to a COVID Modified Loan (other than an event described in clauses (iii), (iv), (v) or (vii) of the definition of Appraisal Reduction
Event) or the entry into of a COVID Modification Agreement shall constitute an Appraisal Reduction Event, but only if, and for
so long as, the related Mortgagor and each related obligor is in compliance with the terms of the related COVID Modification Agreement.


 


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


 


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


 






     -12-


     


    

 


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


 


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


 


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


 


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and
Revised Rate.


 


“ASR
Consultation Process”: As defined in Section 3.19(d).


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors
in interest and assigns, or any successor asset representations reviewer appointed as herein provided.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -13-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of


 






     -14-


     


    

 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating
agent is appointed pursuant to Section 5.02(a), such successor authenticating agent.


 


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


 


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


 


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


 


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


 


(iii)          (A) all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the


 






     -15-


     


    

 


Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any
Net Investment Earnings contained therein;


 


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


 


(v)           all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S Certificates);


 


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


 


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


 


(viii)        any
Penalty Charges allocable to the Mortgage Loans;


 


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


 


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


 


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


 


(e)           
with respect to each Actual/360 Mortgage Loan and the Distribution Date in March 2022, the Interest Deposit Amount (net of an
amount accrued at the Administrative Cost Rate) applicable to the Mortgage Loans; and


 


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


 


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


 






     -16-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Pennsylvania, Maryland, New
York, Kansas or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the
principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special Servicer
is located, or the New York Stock Exchange or the Federal Reserve System of


 






     -17-


     


    

 


the
United States of America are authorized or obligated by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-C14, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00804%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books


 






     -18-


     


    

 


of
a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as
agent.


 


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


 


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


 






     -19-


     


    

 


the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.72700%.


 


“Class
A-2 Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.93800%.


 


“Class
A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.96600%.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.69200%.


 






     -20-


     


    

 


“Class
A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.94600%, subject to
a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.35000%, subject
to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class
A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.90100%, subject to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.14700%, subject to a
maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.34500%, subject to a
maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 






     -21-


     


    

 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.00000%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
LA1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original


 






     -22-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -23-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2
hereto, and evidencing the sole Class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class
S Certificate”: A Certificate designated as “Class S” on the face thereof in the form of Exhibit A-3 hereto,
and evidencing undivided beneficial ownership of the Class S Specific Grantor Trust Assets.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest received on or prior
to the related Determination Date, the amounts held from time to time in the Excess Interest Distribution Account and the proceeds
thereof.


 


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


 






     -24-


     


    

 


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


 


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


 


“Class
X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(other than the Class A-S Certificates).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -25-


     


    

 


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


 


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


 


“Closing
Date”: February 23, 2022.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series
2022-C14, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related
Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second
paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the Serviced Companion
Noteholders, to the extent


 






     -26-


     


    

 


funds
on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, either Trust REMIC
or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall
be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit
of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the BBCMS Mortgage Trust 2022-C14, Commercial
Mortgage Pass-Through Certificates, Series 2022-C14, Companion Distribution Account”. The Companion Distribution Account
shall not be an asset of the Trust or either Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying
Agent on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing,
if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount
referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


“Companion
Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying
Agent appointed pursuant to Section 3.27.


 


“Compensating
Interest Payment”: An aggregate amount, with respect to each Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced
Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related


 






     -27-


     


    

 


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 such Distribution Date that is, in the case of each Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Pari
Passu Companion Loan and REO Loan for which Servicing Fees are being paid to the Master Servicer for such Collection Period, calculated
(i) at a rate of 0.00125% per annum, for each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan not referred
to in clause (A)(ii) hereof, or (ii) a rate of 0.000625% per annum for each Mortgage Loan, Serviced Pari Passu Companion
Loan and REO Loan with a Sub-Servicer, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is
serviced hereunder, any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned
on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such Collection Period received
by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) or any related Serviced Pari Passu Companion Loan subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs
with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan
is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the
Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request
or with the consent of the Special Servicer or, (ii) so long as no Control Termination Event has occurred and is continuing, and
only with respect to Mortgage Loans other than Excluded Loans, at the request or with the consent of the Directing Certificateholder
or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the
aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i)
above in connection with such Prohibited Prepayments. For the avoidance of doubt, Compensating Interest Payments with respect
to each Serviced Whole Loan shall be allocated among the related Mortgage Loan, any related Serviced Pari Passu Companion Loan(s),
pro rata, in accordance with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which (a) with respect to any Mortgage Loan (other than with respect to any Serviced
AB Whole Loan) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least
equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative
Appraisal Reduction Amounts; provided, that no Consultation Termination Event may occur with respect to the Loan-Specific
Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event”
shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided
further, that a Consultation Termination Event shall be deemed not continuing in the event that the Certificate Balances of
the Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal
payments on the Mortgage Loans; and (b) with respect to any Serviced AB Whole Loan, when the related Control Appraisal


 






     -28-


     


    

 


Period
has occurred and is continuing and when the events in clause (a) above are occurring; provided further, that no Consultation
Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan
and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder
related to such Servicing Shift Whole Loan. The Certificate Administrator shall notify the Operating Advisor, the Master Servicer
and the Special Servicer of the commencement or cessation of any Consultation Termination Event.


 


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


 


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


 


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


 


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


 






     -29-


     


    

 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Computershare Trust
Company, National Association, 600 South 4th Street, 7th Floor, MAC, Minneapolis, Minnesota 55415, Attention: Certificate Transfer
Services – BBCMS 2022-C14, (ii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road,
Columbia, Maryland, 21045-1951, Attention: Corporate Trust Services (CMBS), and (iii) with respect to the Trustee at 1100 North
Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BBCMS 2022-C14.


 


“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic
Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan,
as applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving
the Mortgagor), and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or
Companion Loan during such preceding three (3) months, no additional event of default is foreseeable in the reasonable judgment
of the Special Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable,
to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


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


 


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


 


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


 


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


 


(iii)
if a default or event of default existed under the Mortgage Loan prior to the modification or forbearance or waiver, the related
COVID Modification Agreement


 






     -30-


     


    

 


provides
that such default or event of default is cured or deemed no longer outstanding; provided the related borrower complies
with the terms of the COVID Modification Agreement;


 


(iv)
any COVID Modification Agreement requires that any payments deferred in accordance with clause (ii)(a) above or reserve or escrow
amounts used for alternate purposes in accordance with clause (ii)(b) above are repaid or restored in full within twenty-one (21)
months of the date of the first COVID Modification Agreement with respect to such Mortgage Loan; and


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Appraisal Reduction 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.


 


“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.


 



     -31-


     


    









 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (excluding the portion
of an REO Loan related to any Serviced Pari Passu Companion Loan) and for any Distribution Date, the amount accrued during the
related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal
Balance of such Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period;
provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which
any related interest payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial
periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty


 



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    License
Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC or Grantor Trust, as applicable.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Operating Statement Analysis Report”: The report 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®
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


 



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    Loans,
or such other form for the presentation of such information as may be approved from time to time by the CREFC® for
commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans”
and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the
four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of (a) 0.10x
below the Debt Service Coverage Ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the Prospectus, (b) the Debt Service Coverage Ratio for the Crossed Mortgage Loan Group (including


 



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    the
affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and (c) 1.25x,
(ii) the LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than
the greatest of (a) the LTV Ratio, expressed as a whole number percentage (taken to one decimal place), for the entire Crossed
Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1 to the Prospectus plus
10%, (b) the LTV Ratio, expressed as a whole number percentage (taken to one decimal place), for the entire such Crossed
Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or substitution, and (c) 75%,
(iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall
not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become
not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution
or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining
in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan
removed from the Trust) and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has occurred
and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed
Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination and for any Mortgage Loan, an amount equal to the sum of
(i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency
Amount then in effect. The Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special
Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan). With respect to a Non-Serviced Mortgage Loan, the Special Servicer and the Certificate Administrator
shall be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation or determination of
any Appraisal Reduction Amount with respect to such Non-Serviced Mortgage Loan and on the Master Servicer’s calculation or
determination of any Collateral Deficiency Amount with respect to any such Non-Serviced Mortgage Loan that is an AB Modified Loan.


 


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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Computershare Trust Company, National Association will perform its duties as Custodian hereunder
through its Document Custody division (including, as applicable, any agents or affiliates utilized thereby).


 



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


 


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


 


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


 


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


 


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


 


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its
Balloon Payment, if any; provided that in respect of a Balloon Payment, if the related Mortgagor has provided the Master
Servicer or Special Servicer, as applicable with documentation reasonably satisfactory in form and substance to the Master Servicer
or the Special Servicer, as applicable (and the Master Servicer or Special Servicer, as applicable, will be required to promptly
forward such documentation to the Directing Certificateholder), which provides that a refinancing of such Mortgage Loan or sale
of the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due, then
such Mortgage Loan or Serviced Whole Loan will not be considered a Defaulted Loan unless and until such Balloon Payment is delinquent
at least one hundred twenty (120) days; and, in any case, such delinquency is to be determined without giving effect to any Grace
Period permitted by the related Mortgage or Mortgage Note and without regard


 



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    to
any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by
written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For
the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially the Risk Retention
Certificates, the Class S Certificates, the Class R Certificates and any Certificate issued pursuant to Section 5.02(c)
and Section 5.02(d) shall be Definitive Certificates. For the avoidance of doubt, any Risk Retention Certificate shall at
all times during the Transfer Restriction Period be a Definitive Certificate.


 


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


 


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face
thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate,
the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of
the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or
initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


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


 



     -39-


     


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


 


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


 


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     -40-


     


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)        all
related environmental reports; and


 


(xiv)        all
related environmental insurance policies;


 


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


 


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


 


(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;


 



     -41-


     


    (e)           a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller or an Affiliate thereof,
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;


 


(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 any origination settlement statement;


 


(r)            a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 



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


 


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


 


in
each case, to the extent that the related originator received such documents or information in connection with the origination
of such Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of such
Mortgage Loan (other than documents or information 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), 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 or privileged or internal communications shall constitute part of the Diligence File. It is generally 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(h).


 


“Directing
Certificateholder”: With respect to (A) the Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the
related Loan-Specific Directing Certificateholder; and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loan and
any Excluded Loans), the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof)
selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate
Registrar from time to time) (the “Trust Directing Certificateholder”); provided, however, that
(i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a
notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case
of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class,
then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder described in clause (B) above shall
only retain its consultation rights to the extent specifically provided for herein. After the occurrence and continuance of a Consultation
Termination Event, there will be no Directing Certificateholder as described in clause (B) above. The Depositor shall promptly
provide the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement
and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has
not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding
the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current


 



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    Directing
Certificateholder. The initial Trust Directing Certificateholder with respect to each Mortgage Loan shall be KKR Real Estate Credit
Opportunity Partners II L.P.


 


“Directing
Certificateholder Approval Process”: As defined in Section 3.19(d).


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any such
Mortgage Loan or Serviced Companion Loan, the management or disposition of such REO Property, and the performance by the Special
Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special
Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11
of this Agreement.


 


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


 


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


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a
Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S.
Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations


 



     -44-


     


    promulgated
thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


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


 


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


 


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


 


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


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists
certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective
obligations under Article XI of this Agreement or as having failed to comply (after any applicable cure period) with
any similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of
the Closing Date, no parties appear on the Do Not Hire List.


 


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


 


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


 



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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company, (A) the long-term deposit rating or long-term unsecured debt obligations or deposits
of which are rated at least “A-2” by Moody’s, if the deposits are to be held in such account for thirty (30)
days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits
are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term
rating of not less than “F-1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account
for less than thirty (30) days and (C) the short-term debt obligations of which are rated at least “K1” by KBRA or
the long-term obligations of which are rated at least “A-” by KBRA (in each case, if then rated by KBRA); (ii) an
account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt or deposit rating shall be at least “A-2” from Moody’s, “A-“ from Fitch
(to the extent rated by Fitch) and “BBB-“ from KBRA (to the extent rated by KBRA)(if the deposits are to be held in
the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term
unsecured debt rating shall be at least “P-1” from Moody’s, “F-2” from Fitch (to the extent rated
by Fitch) and “K3” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for thirty
(30) days or less) or such other rating confirmed in a Rating Agency Confirmation from such Rating Agency and KBRA); (iii) an
account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long-term
unsecured debt or deposit account rating shall be at least “A-2” from Moody’s, “A” from Fitch and
“BBB-” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for more than thirty
(30) days) or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall be at
least “P-1” from Moody’s, “F-1” from Fitch and “K3” by KBRA (to the extent rated by KBRA)
(if the deposits are to be held in the account for thirty (30) days or less); (iv) such other account or accounts that, but
for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in


 



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


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P
and DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with 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 6.01(d), (c) is not (and is not affiliated (including Risk Retention Affiliated) with)
a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Third Party Purchaser, the
Certificate Administrator, the Trustee, the Directing Certificateholder, a Sponsor or any of their respective Affiliates (including
Risk Retention 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, the Third Party Purchaser,
any party to this Agreement, the Directing Certificateholder 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 Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable)
and except as otherwise set forth in this Agreement.


 



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


 


“Enforcing
Party”: The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust against
the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by Special Servicer, the Directing Certificateholder 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 Certificateholder or a Controlling Class Certificateholder, (A) prior to the 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
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage


 



     -48-


     


    Loan
relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the
related Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan
documents. The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“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 Grantor Trust Assets.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage
Pass-Through Certificates, Series 2022-C14, Excess Interest Distribution Account”, and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the
Holders of the Excess Interest Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the


 



     -49-


     


    related
Mortgagor with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited
under the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
the sum of (A) the excess, if any, of (i) any and all Modification Fees (other than fees collected with respect to a
COVID Modification) with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or
Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation,
reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor but excluding
Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect
to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses
previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered
from the related Mortgagor or otherwise. With respect to each of the Master Servicer and the Special Servicer, the Excess Modification
Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification
Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of the collection
of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage
Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after
giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as
applicable.


 


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


 


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


 


“Excess
Rate”: With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable
Mortgage Rate, each as set forth in the Mortgage Loan Schedule.


 



     -50-


     


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


 


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


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date,
The Summit Mortgage Loan is the only Excluded Controlling Class Loan with respect to this securitization.


 


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


 



     -51-


     


    the
Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.26.


 


“Excluded
Loan”: Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or (except
for purposes of determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded Loan with respect
to the related Loan-Specific Directing Certificateholder) the Holder of the majority of the Controlling Class or any Controlling
Class Certificateholder is a Borrower Party or a party prohibited from serving as the Directing Certificateholder or the Holder
of the majority of the Controlling Class under the related Mortgage Loan documents. As of the Closing Date, The Summit Mortgage
Loan is the only Excluded Loan with respect to this securitization.


 


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party with respect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable to the Special
Servicer set forth in Section 7.01 (g). As of the Closing Date, there are no Excluded Special Servicers related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 



     -52-


     


    “Final
Asset Status Report”: With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report,
together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder or
the AB Whole Loan Controlling Holder, which does not include any communication (other than the related Asset Status Report) between
the Special Servicer and Directing Certificateholder or between the Special Servicer and the AB Whole Loan Controlling Holder with
respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent
Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder
pursuant to the Directing Certificateholder Approval Process or following completion of the ASR Consultation Process, as applicable,
or by the AB Whole Loan Controlling Holder (to the extent required by the terms of the related AB Intercreditor Agreement). The
Special Servicer shall notify the Operating Advisor 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 Directing Certificateholder 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. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report
with respect to any Specially Serviced Loan in accordance with the procedures described above. The Operating Advisor is only required
to review Final Asset Status Reports delivered to it by the Special Servicer.


 


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


 


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


 


“Financial
Market Publishers”: Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited,
BlackRock Financial Management, Inc.,


 



     -53-


     


    CMBS.com,
Inc., Moody’s Analytics, MBS Data LLC, RealInsight, KBRA Analytics, LLC, Thomson Reuters Corporation, DealView Technologies
Ltd. and CRED iQ.


 


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


 


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


 


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


 


“Franchise
Required Mortgage Loans”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of
the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust. For the avoidance of doubt,
the only Franchise Required Mortgage Loans with respect to the Trust are the Mortgage Loans secured by the Mortgage Properties
identified as Comfort Suites – Florence and Holiday Inn Express & Suites Punta Gorda on the Mortgage Loan Schedule.


 


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


 


“Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, the aggregate amount of (i) the sum of (a) the aggregate
portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as of the close of
business on such Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds the aggregate amount
that would actually be distributed on such Distribution Date in respect of such Principal Distribution Amount, and (ii) any Realized
Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution
Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale
Remittance Amount as part of the definition of Available Funds.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on
the date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal
and all other outstanding amounts had been paid with respect to such Mortgage Loan (including any amounts allocated as a Yield
Maintenance Charge, Prepayment Premium, recovery of any late payment charges and Default Interest or recovery of any assumption
fees and Modification Fees pursuant to Section 3.02(a), Section 3.02(b) and Section 3.02(b)(iii).


 



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    “Gain-on-Sale
Remittance Amount”: For each Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Gain-on-Sale
Reserve Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the
Lower-Tier REMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the
Trustee for the benefit of the Certificateholders, which shall initially be entitled “Computershare Trust Company, National
Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, Gain-on-Sale
Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section
301.7701-4 and the beneficiaries of which are treated as the owners of the trust under section 671 of the Code. The Grantor Trust
consists of the Class S Specific Grantor Trust Assets.


 


“Grantor
Trust Certificates”: The Class S Certificates.


 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and
petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in
process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“HRR
Certificates”: Individually and collectively the Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and
Class K-RR Certificates.


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with
one or more other Mortgage Loans)), the Operating


 



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    Advisor,
the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer,
the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan
(whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or
any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves
a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders
or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by
the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof, as the case may
be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the
exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating
Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more
of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which
shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor
the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person
(including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 



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


 


“Initial
Purchasers”: Barclays Capital Inc., SG Americas Securities, LLC, UBS Securities LLC, Natixis Securities Americas LLC,
Mischler Financial Group, Inc. and Academy Securities, Inc.


 


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


 


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


 


“Initial
Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by
Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit
102 and, if applicable, Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus in both EDGAR-Compatible Format
and Excel format.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


“Interest
Deposit Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to
two (2) days of interest at the related Net Mortgage Rate on the related Cut-off Date Balance of such Mortgage Loan (or the aggregate
of such interest for all such Mortgage Loans, as the context may require), which amount is required to be delivered by the related
Mortgage Loan Seller to the Depositor on the Closing Date for deposit in the Interest Reserve Account pursuant to the related Mortgage
Loan Purchase Agreement, which aggregate amount is equal to $183,011.32.


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, Interest Reserve Account”,
into which the amounts set forth in


 



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    Section
3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.


 


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


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any Sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and each
related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party
described above.


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a Certificateholder or the Directing Certificateholder (to the extent such
Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion
Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person is
a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available
to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party
in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall
have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website
hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements to Certificateholders
prepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received
a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to
reasonably request and obtain in accordance with Section 4.02(f)


 



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    of
this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class
Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) and (ii) shall
be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect
to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor Certifications be re-submitted
from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s
Website to any mezzanine lender upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated
Mezzanine Loan Lender.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“Joint
Mortgage Loan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor
by more than one Mortgage Loan Seller. There are no Joint Mortgage Loans related to the Trust.


 


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


 


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


 



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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase
Obligor pursuant to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable) pursuant
to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased by the
Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each
Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced
Loan and (z) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer
or the Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable,
and, in any case, other than amounts for which a Workout Fee has been paid, or will be payable), or (iii) Loss of Value Payment
paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and any related
Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and (1) the proceeds of such full, partial
or discounted payoff or other partial payment, or (2) the Liquidation Proceeds or Insurance and Condemnation Proceeds (net
of the related costs and expenses associated with the related liquidation) related to such liquidated Mortgage Loan or REO Property,
as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the
Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the
Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such
Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the
Directing


 






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Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii) of
the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the
definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase
option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related
Intercreditor Agreement, (d) (x) a repurchase of a Serviced Companion Loan by the applicable Mortgage Loan Seller for
a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and
Servicing Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase occurs prior
to the termination of the extended resolution period provided therein or (y) a purchase of a Serviced Companion Loan by any
applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization,
(e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event
described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being
refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of
clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from
the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents), or (f) in connection
with a Loss of Value Payment by a Mortgage Loan Seller if the applicable Mortgage Loan Seller makes such Loss of Value Payment
within the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period; provided that
the Liquidation Fee with respect to any Mortgage Loan will be reduced by the amount of any Excess Modification Fees paid by or
on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Serviced Companion Loan, as applicable,
or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant
to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller or Additional Repurchase
Obligor pursuant to Section 5 or Section 19, as applicable,






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive of
the Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier
REMIC Distribution Account, and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor
Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage
Pass-Through Certificates, Series 2022-C14, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association and its successors in interest or assigns, or any successor
thereto (as Master Servicer) appointed as provided herein.


 


“Master Servicer
Decision”: As defined in Section 3.18(m).


 


“Master Servicer
Proposed Course of Action Notice”: As defined in Section 2.03(k)(iv).


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the


 






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Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a Qualified Mortgage.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents:


 


(i)           the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C14,
Commercial Mortgage Pass-Through Certificates, Series 2022-C14, without recourse, representation or warranty” or in blank
and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been
lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of






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the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)         an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy
of such Assignment of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)          an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank
or in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage
Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14” (or in the case of any Serviced Whole Loan,
in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement
on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information
and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the
recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


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


 


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






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 






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Custodian shall perform its duties under this Agreement (including, without limitation, Article II),
and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to
be delivered and included in the Mortgage File and as if such Non-Serviced Custodian’s receipt of the documents contained
in the related “mortgage file” delivered under the related Non-Serviced PSA constituted delivery of those same documents
to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian without giving
at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if for any
reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise no
longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession
of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced
Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by
clauses (ii) through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents were
delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File
(other than with respect to the original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan
Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage
Loan Sellers.


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan
within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of
doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.


 


“Mortgage Loan
Checklist”: As defined in the definition of “Mortgage File”.


 


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


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, as any such schedule may be amended from time to time in connection with a substitution under
Section 2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following
information with respect to each Mortgage Loan so transferred:


 


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


 






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(ii)          the
Mortgagor’s name;


 


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


 


(iv)         the Mortgage Rate in effect at origination;


 


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


 


(vi)         the original principal balance;


 


(vii)        the
Cut-off Date Balance;


 


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


 


(ix)          the
original and remaining amortization terms;


 


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


 


(xi)          the
applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xviii)      number of grace days;


 


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


 


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


 


(xxi)        whether the related Mortgage Loan permits defeasance;


 



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(xxii)        [reserved];
and


 


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


 


Such list may be in the
form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan
Seller”: Each of (i) Barclays Capital Real Estate Inc., a Delaware corporation, or its successors in interest, (ii) Societe
Generale Financial Corporation, a Delaware corporation, or its successors in interest, (iii) Natixis Real Estate Capital LLC,
a Delaware limited liability company, or its successors in interest, (iv) LMF Commercial, LLC, a Delaware limited liability
company, or its successors in interest, (v) USB AG, an Office of the Comptroller of the Currency regulated branch of a foreign
bank, by and through its branch office at 1285 Avenue of the Americas, New York, New York, or its successors in interest, and (vi) BSPRT
CMBS Finance, LLC, a Delaware limited liability company, or its successors in interest.


 


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


 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to
its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan
or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage
Loan or related Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard
to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include
the related Excess Rate.


 


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


 


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


 


“Net Investment
Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion Distribution
Account for any period from any






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Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which
the aggregate of all interest and other income realized during such period on funds relating to the Trust held in such account,
exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance
with Section 3.06.


 


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


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (excluding the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of
the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer
or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor;
provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate,
the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate
at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month
period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan,
the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year
which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless
the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding
the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive
of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net
Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 



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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment,
as the case may be, determines will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the
Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the Special Servicer may, at its option (with respect to any Specially Serviced Loan), make a determination
in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer,
and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer),
the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee,
provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination that
any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I
Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance
is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect
to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest
advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not
be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Mortgage Loan; provided, however, that the Master Servicer and the Trustee may rely on the non-recoverability determination
of the Non-






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Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect
to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and related
Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless
the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, the Special
Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of
the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the
related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery
not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall
be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Certificate Administrator, the Directing


 






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


 


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






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is being deferred or delayed
by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the
Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance)
and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case
of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. Absent bad faith, the Master Servicer’s,
the Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of
a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may,
at its option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed
to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage
Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the
right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property
inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make
such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan
or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder
with any information in its possession regarding


 






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the Specially Serviced Loans and REO Properties as such party required to make
Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to
conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a Servicing Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer shall not
be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency
advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each Companion Loan that is part of a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement relating to a Non-Serviced Whole Loan.


 


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


 


“Non-Serviced
Mortgage Loan”: Each Mortgage Loan that is part of a Non-Serviced Whole Loan. The table under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Non-Serviced Mortgage Loans included in the Trust as of the Closing
Date. Each Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on and after the applicable Servicing Shift Date
for the related Servicing Shift Whole Loan.


 






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“Non-Serviced
Mortgaged Property”: Any Mortgaged Property securing a Non-Serviced Whole Loan.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (if any) under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on
the Mortgage Loan Schedule under the heading “Primary Servicing Fee Rate”.


 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration of
a Non-Serviced Whole Loan. The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the
Non-Serviced PSAs relating to the Trust as of the Closing Date.


 


“Non-Serviced
Special Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced
Whole Loan”: A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing
agreement other than this Agreement. The table under the heading “Whole Loans” in the Preliminary Statement hereto
identify the Non-Serviced Whole Loans relating to the Trust as of the Closing Date. Each Servicing Shift Whole Loan will be a Non-Serviced
Whole Loan on and after its related Servicing Shift Date.


 


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


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


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


 


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


 


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


 


“NREC”:
Natixis Real Estate Capital LLC, a Delaware limited liability company.


 



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


 


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


 


“OCC”:
Office of the Comptroller of the Currency or any successor thereto.


 


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


 


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


 


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


 


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


 


“Operating Advisor
Consultation Event”: Any time when the Certificate Balances of the HRR Certificates in the aggregate (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less
of the Original Certificate Balances of such classes in the aggregate.


 


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



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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).


 


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


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate equal to 0.00155%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders
of the related Companion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted a single
lender), and not in the best interest of nor for the benefit of any particular Class of Certificateholders (as determined by the
Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising
from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, property
managers, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, the Directing Certificateholder, any Certificateholder or any of their Affiliates.


 


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


 


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


 


(b)           any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied
for a period of thirty



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(30) days after the date on which written notice of such failure, requiring the same to
be remedied, is given to the Operating Advisor by any party to this Agreement;


 


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


 


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


 


(e)           the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in
any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or
relating to the operating advisor or of or relating to all or substantially all of its property; or


 


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


 


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


 


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


 


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


 


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


 






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“Other Asset
Representations Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other 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 Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose
assets include any Serviced Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu
Companion Loan”: A Companion Loan that is pari passu in right of payment with the Mortgage Loan included in the
related Whole Loan.


 



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“Pari Passu
Companion Loan Holder”: Any holder of record of any Pari Passu Companion Loan.


 


“Pari Passu
Whole Loan”: A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but does not include
an AB Subordinate Companion Loan. The Pari Passu Whole Loans related to the Trust as of the Closing Date are the Whole Loans described
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan
Type” of “Pari Passu”.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E-RR Pass-Through Rate,
the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class J-RR Pass-Through
Rate, the Class K-RR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate and the Class X-D
Pass-Through Rate, as the case may be.


 


None of the Class R or
Class S Certificates have Pass-Through Rates.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal and/or interest (other
than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of
the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings
involving the related Mortgagor or by reason 



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of a modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration
of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 


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


 


(ii)           time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities with respect to which (A) with respect to Moody’s, (I) in the case of such investments
with maturities of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating
category by Moody’s or the long-term debt obligations of which ae rated at least “A-2” by Moody’s, and
(II) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term
obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which
are rated at least “A-1” by Moody’s, (III) in the case of such investments with maturities of six (6) months
or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term rating category
by Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s and (IV) in
the case of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by Moody’s
(or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s,
as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of
then current ratings assigned to the Certificates), (B) with respect to Fitch, the commercial paper or other short-term debt obligations
of such depository institution or trust company are rated in the highest rating categories of each of Fitch and (C) (I) in the
case of such investments with maturities of 90 days or less, the short-term debt 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 (II) in the



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case of such investments
with maturities greater than 90 days but not more than one year, the short-term debt obligations of which are rated at least “K1”
by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (in each case, if then rated by KBRA);
or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


 


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


 


(iv)          debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term
obligations of which corporation are rated in the highest short-term debt rating category of Fitch, (2) the short-term debt 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 (3) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s
or the long-term obligations of which corporation are rated at least “A-2” by Moody’s, (B) if such debt obligations
have a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest
short-term rating category by Moody’s and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s and the short-term debt obligations of which are rated at least “K1” by KBRA or the long-term obligations
of which are rated at least “A-” by KBRA (in each case, if then rated by KBRA) and (C) if such debt obligations have
a term of more than six months, the short-term obligations of which corporation are rated in the highest short-term rating category
by each Rating Agency and the long-term obligations of which corporation are rated “Aaa” by Moody’s (or, in the
case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency and KBRA); provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount
of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)           commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction) (I) in the case of such investments with maturities


 






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of 30 days or less, the short-term obligations of which corporation are rated at least in the highest short-term debt rating category
of Moody’s, “F-1” by Fitch and the short-term debt obligations of which are rated at least “K3” by
KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA, (II) in the case of such investments
with maturities of three months or less, but more than 30 days, the short-term obligations of which are rated at least in the highest
short-term debt rating category of Moody’s, “F-1+” by Fitch and “K3” by KBRA, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F-1” by Fitch), “BBB-“
by KBRA and “A-2” by Moody’s, (III) in the case of such investments with maturities of six (6) months or less,
but more than three (3) months, the (A) the short-term obligations of which are rated at least “P-1” by Moody’s,
and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, (B) the short-term obligations
of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), and (C) the short-term debt obligations of which are rated at
least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA and (IV) in the
case of such investments with maturities of more than six (6) months, 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 (with a short-term rating of “F1”
by Fitch), the short-term obligations of which are rated at least “P-1” by Moody’s, and the long-term obligations
of which are rated at least “Aaa” by Moody’s and the short-term debt obligations of which are rated at least
“K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion
Loan Securities and by KBRA);


 


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


 


(vii)         any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or
more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating


 






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agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


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


 


provided, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such
investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index, (c) any such investment must not be subject
to liquidation prior to maturity, and (d) any such investment must not be purchased at a premium over par; and provided,
further, however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal
and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument
provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying
obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further,
however, that no amount beneficially owned by either Trust REMIC (even if not yet deposited in the Trust) may be invested
in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer
receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of
either Trust REMIC. Permitted Investments may not be interest-only securities. All investments shall mature or be redeemable upon
the option of the holder thereof on or prior to the Business Day preceding the day before the date such amounts are required to
be applied hereunder.


 


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


 


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


 






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Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax
Person.


 


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


 


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


 


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


 


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


 


“Preliminary
Prospectus”: The Preliminary Prospectus, dated January 26, 2022, relating to the Registered Certificates.


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


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


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable,
with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the
amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not


 






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collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to (x) in the case of any such Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the
related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee
Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate
and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees and any Excess Interest) on the amount
of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole
Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion
Loan and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan.


 


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


 


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


 


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


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street
Journal (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer
exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect
from time to time, subject to a floor of 2.0% per annum.


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date, (b) the Unscheduled
Principal Distribution Amount for such Distribution Date and (c) the Principal Shortfall for such Distribution Date; provided
that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any
reimbursements of (A) Nonrecoverable


 






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Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan
under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable
Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in
a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such
Distribution Date (provided further that, in the case of clauses (A) and (B) above, if any of the amounts
that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related
Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to
the period in which such recovery occurs).


 


“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date as a result
of such prepayment.


 


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


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information
subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available 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


 






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(d) the Restricted Party is required by law, rule, regulation, order, judgment
or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person
(including the Directing Certificateholder) who provides the Certificate Administrator with an Investor Certification, and any
NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification
and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however,
that in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if
such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party
is not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution
Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate
Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor,
as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded
Information).


 



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“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Proposed Course
of Action”: As defined in Section 2.03(l)(i).


 


“Proposed Course
of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated February 3, 2022, relating to the Registered Certificates.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03(k)(ii).


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 or Section 19, as applicable, of the related
Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or Additional Repurchase Obligor, (B) Section 3.16,
or (C) Section 9.01, a price, without duplication, equal to:


 


(i)
          the outstanding principal
balance of such Mortgage Loan (or any related REO Loan (including for such purpose, solely to the extent required pursuant to
the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)           all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time
to time (excluding any portion of such interest that represents Default Interest or Excess Interest), to, but not including, the
Due Date therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)          all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in
respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


(iv)          if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller or Additional
Repurchase Obligor, pursuant to Section 5 or Section 19, as applicable, of the applicable Mortgage Loan Purchase Agreement,
all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator or the Trustee in respect of the omission, breach or defect giving rise to the repurchase
or substitution obligation



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including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without
limitation, legal fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan);
provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or
Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);


 


(v)           Liquidation
Fees, if any, payable with respect to such Mortgage Loan or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan) (which will not include any Liquidation Fees if such repurchase
occurs or Loss of Value Payment is received during the Initial Cure Period or, if applicable, prior to the expiration of the Extended
Cure Period); plus


 


(vi)          solely
in the case of a repurchase or substitution by the related Mortgage Loan Seller (or the related Additional Repurchase Obligor),
any Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage
Loan Seller (or the related Additional Repurchase Obligor).


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan(s), as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would
be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan Seller
Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with
respect to any repurchase pursuant to sub-clause (A) and sub-clause (C) hereof, the “Purchase Price” shall
not include any amounts payable in respect of any related Companion Loan.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A-3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by one NRSRO (which may include Fitch or KBRA) and (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an 



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equivalent rating as “A-” by one other NRSRO (which
may include Moody’s or KBRA)), and (ii) with respect to the fidelity bond and errors and omissions insurance policy
required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance
company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying
ability) rated by at least one (1) of the following rating agencies of at least (a) “A-3” by Moody’s, (b)
“A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)”
by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


“Qualified Mortgage”:
A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of
Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage”.


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable
to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced Special Servicer or its affiliate), (iii) is
not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating
Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as
a special servicer in a CMBS transaction rated by Moody’s on a transaction-level basis (as to which CMBS transaction there
are outstanding CMBS rated by Moody’s) and has not been publicly cited by Moody’s as having servicing concerns as the
sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior
to the time of determination, and (viii) is currently acting as a special servicer in a transaction rated by KBRA and has
not been publicly cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or
withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of
securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed


 






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Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current LTV Ratio equal to or less than the lesser
of the LTV Ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the
Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests
of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties
set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material
adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related
Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original debt service
coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the
applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to
a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment
restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee
and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining
such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved by the Directing
Certificateholder (so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan
is not an Excluded Loan); (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted
for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition of a tax on income expressly
permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the
related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material adverse property condition or deferred
maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and
(xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one
mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on
the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy
each of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average
basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced Primary
Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty


 



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License Fee Rate) shall be lower than the highest fixed Pass-Through
Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance
Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed
Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence
and continuance of a Consultation Termination Event, the Directing Certificateholder.


 


“Quorum”:
The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized
Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates)
of all Principal Balance Certificates on an aggregate basis.


 


“RAC No-Response
Scenario”: As defined in Section 3.25(a).


 


“RAC Requesting
Party”: As defined in Section 3.25(a).


 


“Rated Final
Distribution Date”: As to each Class of Certificates (other than the Class K-RR, Class S and Class R Certificates), the
Distribution Date in February 2055.


 


“Rating Agency”:
Each of Fitch, Moody’s 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 agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of Fitch, Moody’s and KBRA herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


“Rating Agency
Inquiry”: As defined in Section 4.07(c).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


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


 






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Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts
are not otherwise determined to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion
Loan), expected to be outstanding immediately following that Distribution Date is less than (ii) the then-aggregate Certificate
Balance of the Principal Balance Certificates after giving effect to distributions of principal on that Distribution Date.


 


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which that Distribution
Date occurs.


 


“Registered
Certificates”: 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-A, Class X-B and Class X-D Certificates.


 


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


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation
AB Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of Servicing Officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates
deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate,
compounded annually.


 


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, as applicable,
the related Class of Lower-Tier Regular Interests; 



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and for each of the following Classes of Lower-Tier Regular Interests, the related
Class of Certificates, as applicable, set forth below:


 


	
        Related
Certificates
	
        Related
Lower-Tier Regular Interests

	Class A-1 Certificates	Class LA1 Uncertificated Interest
	Class A-2 Certificates	Class LA2 Uncertificated Interest
	Class A-3 Certificates	Class LA3 Uncertificated Interest
	Class A-4 Certificates	Class LA4 Uncertificated Interest
	Class A-5 Certificates	Class LA5 Uncertificated Interest
	Class A-SB Certificates	Class LASB Uncertificated Interest
	Class A-S Certificates	Class LAS Uncertificated Interest
	Class B Certificates	Class LB Uncertificated Interest
	Class C Certificates	Class LC Uncertificated Interest
	Class D Certificates	Class LD Uncertificated Interest
	Class E-RR Certificates	Class LERR Uncertificated Interest
	Class F-RR Certificates	Class LFRR Uncertificated Interest
	Class G-RR Certificates	Class LGRR Uncertificated Interest
	Class H-RR Certificates	Class LHRR Uncertificated Interest
	Class J-RR Certificates	Class LJRR Uncertificated Interest
	Class K-RR Certificates	Class LKRR Uncertificated Interest


 


“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization holding a Serviced
Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and Servicing Agreement.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC Administrator”:
The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations
(or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary
or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.



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“Remittance
Date”: The Business Day immediately preceding each Distribution Date.


 


“Rents
from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d)
of the Code.


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
REO Account”. Any such account or accounts shall be an Eligible Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as
applicable), deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case
of a Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date
therefor, and otherwise has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable,
including, without limitation, with respect to the calculation of the Mortgage Rate in effect from time to time (such terms
and conditions to be applied without regard to the default on such predecessor Mortgage Loan or Companion Loan, if
applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance
equal to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or
Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without
limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and
payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset 


 






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Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances
and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage
Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition
of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary,
with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related
Serviced Pari Passu Companion Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse
the Trust, other than in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing
Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in
accordance with Section 3.05(a), or with respect to an AB Subordinate Companion Loan, as set forth in the related Intercreditor
Agreement.


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, either
Trust REMIC or the Grantor Trust.


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Request”: A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Repurchased
Note”: As defined in Section 3.34(a).


  



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“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.34(a).


 


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


“Residual
Ownership Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage
Loan 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 with
direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Party”: As defined in the definition of Privileged Information Exception.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained
Certificate Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding
the Risk Retention Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i).


 






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“Retained
Fee Rate”: A rate equal to (i) 0.00125% per annum for each Mortgage Loan, Serviced Companion Loan and REO Loan
not referred to in clause (ii) hereof, or (ii) 0.000625% per annum for each Mortgage Loan, Serviced Companion
Loan and REO Loan with a Sub-Servicer.


 


“Retaining
Party”: Any Holder of a Risk Retention Certificate, and any successor Holder of all or part of such Risk Retention Certificates.
The initial Retaining Party shall be KKR CMBS II Aggregator Type 2 L.P., a Delaware limited partnership.


 


“Retaining
Sponsor”: Barclays.


 


“Review
Materials”: As defined in Section 12.01(b)(i).


 


“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the
absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rules.


 


“Risk
Retention Certificates”: The HRR Certificates.


 


“Risk
Retention Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),
as added by Section 941 of the Dodd-Frank Act.


 


“Risk
Retention Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 12 C.F.R. § 244), as such rule may be amended from time to time,
and subject to such clarification and interpretation as have been provided by 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 Commission and the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 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, as of the applicable compliance date specified therein. Any reference to a Section of the Risk
Retention Rules shall mean the subsection of the Risk Retention Rules identified with the same corresponding number as the referenced
“Section”. For example, “Section 7 of the Risk Retention Rules” means 12 C.F.R. § 244.7.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 






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


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If
neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation
shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special
Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so
designated.


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Schedule
AL Additional File”: A data file containing additional information or schedules regarding data points in the related
CREFC® Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation
S-K under the Securities Act.


 


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


 


“Secure
Data Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), on the page relating to this transaction.


 






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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 


“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Service(s)”
or “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage
Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the
definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements
set forth in Item 1108 of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term
shall have the meaning commonly understood by participants in the CMBS market.


 


“Serviced
AB Mortgage Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there is
no Serviced AB Mortgage Loan related to the Trust as of the Closing Date.


 


“Serviced
AB Whole Loan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, there is no Serviced
AB Whole Loan related to the Trust as of the Closing Date.


 


“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole
Loan Controlling Holder related to the Trust as of the Closing Date.


 


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Whole Loan.


 


“Serviced
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund,
any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced
Companion Noteholder”: Any holder of record of any Serviced Companion Loan.


 


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


 


“Serviced
Mortgage Loan”: A Mortgage Loan that is part of a Serviced Whole Loan.


 






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“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan.


 


“Serviced
Pari Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan.


 


“Serviced
Pari Passu Whole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. The table under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Serviced Pari Passu Whole Loans related to the Trust as of the Closing
Date.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Subordinate Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance
of doubt, there are no Serviced Subordinate Companion Loans related to the Trust.


 


“Serviced
Whole Loan”: A Whole Loan that is serviced and administered pursuant to this Agreement. As of the Closing Date, each
Whole Loan identified as a “Serviced” or “Servicing Shift” under the heading “Type” in the
Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing Shift Date, a Servicing Shift Whole Loan will
cease to be a Serviced Whole Loan.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
remittance date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance
date (or equivalent concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business
Day after the Determination Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar
day of that month is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day),
provided, however, that such Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier
than two (2) Business Days following the date the Master Servicer receives the related Periodic Payment with respect to such
Serviced Whole Loan.


 


“Servicer
Termination Event”: As defined in Section 7.01(a).


 






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“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in
respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable
or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other
than an REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of
the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged
Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property
and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the
Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under
the related Intercreditor Agreement or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from
time to time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Total Servicing Fee Rate”, in
each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in
which interest is calculated in respect of such loans. The “Servicing Fee Rate” shall be a per annum rate equal
to (a) with respect to each Serviced Companion Loan (other than any Coleman Highline Phase IV Companion Loan), 0.00125%; and (b)
prior to the related Servicing Shift Date, with respect to each Coleman Highline Phase IV Companion Loan, 0.01200%, in each case
computed on the basis of the Stated Principal Balance of the related Companion Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to


 



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each
Non-Serviced Mortgage Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%.


 


“Servicing
File”: A photocopy or an electronic copy of all items required to be included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a
Mortgage Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer:
(i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property
(except with respect to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail,
industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered
to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all
legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged
communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard
insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing
of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents
that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing
of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant,
a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller
relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to the above,
any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 






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“Servicing
Shift Control Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan.


 


“Servicing
Shift Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control Note
is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of the
parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Control Note is to be
included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. Each of the respective dates on
which each of the Servicing Shift Control Notes is included in a securitization trust is a Servicing Shift Date related to the
Trust (subject to the proviso in the immediately preceding sentence).


 


“Servicing
Shift Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage Loan
included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected
to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing
Shift Control Note on the related Servicing Shift Date. The table in the Preliminary Statement hereto identifies the Servicing
Shift Whole Loans related to the Trust.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion
Loan, the occurrence of any of the following events:


 


(i)          the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer,
on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly forward
such documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or sale does
not occur before the expiration of the time period for refinancing or sale specified in such documentation or (y) the Master
Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced


 



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Whole
Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such a refinancing or sale,
a Servicing Transfer Event will occur immediately); or


 


(ii)         the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other
than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or


 


(iii)        the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event
has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material
payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in
the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which
the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination Event
has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an Excluded
Loan), unless a Consultation Termination Event has occurred and is continuing), that a default in making a Balloon Payment is
likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond
the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered, on or prior to the date of the Balloon
Payment, documentation reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer (and the Master
Servicer or the Special Servicer, as applicable, shall promptly forward such documentation to the Directing Certificateholder)
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days
following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing
Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special
Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if
a Control Termination Event has occurred and is continuing, following consultation with the Directing


 



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Certificateholder
(other than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the
Mortgagor is likely not to make one or more Assumed Scheduled Payment prior to such a refinancing or sale or (B) such refinancing
or sale is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or


 


(iv)        there
shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or 3.18) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if
a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other
than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair
the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially
and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder(s)), which default has continued unremedied for the applicable cure period under the terms of such
Mortgage Loan or Serviced Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


(vi)         the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)        the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 



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(viii)       the
Master Servicer or the Special Servicer, as applicable, shall have received notice of the commencement of foreclosure or similar
proceedings with respect to the corresponding Mortgaged Property; or


 


(ix)          the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing) determines that
(i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related
Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default
has been waived in accordance with Section 3.07 or Section 3.18) under the Mortgage Loan documents (other than as
described in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the
value of the corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any)
or otherwise materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion
Loan Holder) and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the
Mortgage Loan documents, or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


Notwithstanding
anything to the contrary in the definition of Servicing Transfer Event, no event, circumstance or action that has occurred or
will occur with respect to a COVID Modified Loan with respect to an event described in clauses (ii), (iii) and (iv) of the definition
of “Servicing Transfer Event” will constitute a Servicing Transfer Event under this Agreement, but only if, and for
so long as, the related Mortgagor is in compliance with the terms of the related COVID Modification Agreement.


 


In
addition, if a Mortgagor has requested a COVID Modification but the Mortgage Loan is not yet a COVID Modified Loan and an event
described in clauses (ii), (iii) or (iv) of the definition of “Servicing Transfer Event” has occurred, the Special
Servicer shall be permitted, but not required, to make a determination to complete the COVID Modification, in which case no Servicing
Transfer Event will occur with respect to such Mortgage Loan only if, and for so long as, the related Mortgagor is in compliance
with the terms of the related COVID Modification Agreement.


 


“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.


 






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“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender
under the related Mortgage Loan documents.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the
end of such calendar year.


 


“Similar
Law”: As defined in Section 5.03(n).


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate representing 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR, Class
H-RR, Class J-RR and Class K-RR Certificates; 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 and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, and
its successors in interest and assigns, or any successor special servicer appointed as provided herein (including with respect
to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01 (g)
of this Agreement, as applicable, and as the context may require).


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11 (b). For the avoidance of doubt, the Special Servicing
Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated
on such Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would
be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or
REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with
respect to such Specially Serviced Loan or REO Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 






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“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the Trust, the unpaid principal balance of such Mortgage Loan after application of all payments of principal due during or
prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)           the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)          all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)         the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and
Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution); and


 


(iv)         any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance
shall be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related
REO Acquisition, minus (y) the sum of:


 


(i)           the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)          the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal


 



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the
sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
Intercreditor Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loans”: As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR
and Class K-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


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


 


“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 a substantial portion of the
material Servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 






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“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in
the Trust Fund (such Appraisals in this clause (2) to be conducted by an Independent MAI-designated appraiser selected by
the Special Servicer and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance of
a Control Termination Event, with respect to the Controlling Class approval), and (3) if a Mortgaged Property secures a Non-Serviced
Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion
of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance
with clause (2) above.


 


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


 


“Third
Party Purchaser”: Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases
and holds the HRR Certificates. The Third Party Purchaser shall be KKR CMBS II Aggregator Type 2 L.P.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on
which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance
Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as
of the Closing Date; and (iii) two years after the Closing Date; (b) with respect to the HRR Certificates only, the
date on which all of the Mortgage Loans have been defeased in accordance with §244.7(b)(8)(i) of the Risk Retention Rules;
and (c) the date on which the Risk Retention Rules have been effectively abolished or officially determined by the OCC, the
Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department
of Housing and Urban Development to be no longer applicable to the Trust.


 






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“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction
by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “BBCMS Mortgage Trust 2022-C14”.


 


“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 (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the
Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit Amount; and (xiii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve


 



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accounts,
to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be assets of the Trust.


 


“Trust
REMIC”: As defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UBS”:
UBS AG, an Office of the Comptroller of the Currency regulated branch of a foreign bank, by and through its branch office at 1285
Avenue of the Americas, New York, New York.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Barclays Capital Inc., SG Americas Securities, LLC, UBS Securities LLC, Natixis Securities Americas LLC, Academy Securities, Inc.
and Mischler Financial Group, Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section
3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, any
amount related to Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the
related Collection Period, accrued interest on Advances and other additional expenses of the Trust incurred in connection


 



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with
the related Mortgage Loan) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or
prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund, the assets of which consist of the Lower-Tier Regular Interests
and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS
Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax
Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


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


 



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allocated
to the Certificates pursuant to Section 4.05(a)) of the Principal Balance Certificates, each determined as of the Distribution
Date immediately preceding such time. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders
of such Class in proportion to their respective Percentage Interests. The Class R and Class S Certificates will not be entitled
to any Voting Rights.


 


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


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the
same Mortgaged Property. The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the
Whole Loans related to the Trust. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed
to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on
or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 






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“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee equal to the lesser
of (i) 1.00% of each collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any
amount for which a Liquidation Fee would be paid), including (a) Periodic Payments, (b) Balloon Payments, (c) Principal
Prepayments and (d) payments (other than those included in clause (a) or (b) of this definition) at maturity or the
Anticipated Repayment Date received on each Corrected Loan for so long as it remains a Corrected Loan and (ii) such rate
that would result in $1,000,000 in the aggregate with respect to any particular Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02        Certain Calculations. Unless otherwise specified herein, for purposes of
determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions
shall apply:


 


(i)          
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)          Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)         Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a), and Section 4.01(c),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on the immediately preceding Distribution
Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus
interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans that resulted in
a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates
on the immediately preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


 






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(iv)         Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent
Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)          Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate
Companion Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion
Loans in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loans.


 


[End
of Article I]


 


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, appoint the Trustee as trustee of the trust, assign, sell,
transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as
holder of the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, whether now owned or existing
or hereafter acquired or arising, 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 (other than Section 4(c), (d),
(e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9,
10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of the Mortgage Loan Purchase
Agreement between the Depositor, Barclays and BCHI, Section 19 of the Mortgage Loan Purchase Agreement between the Depositor,
SGFC and Société Générale and Section 19 of the Mortgage Loan Purchase Agreement between the
Depositor, BSPRT and FBRT; (iii) the Intercreditor Agreements; (iv) all


 



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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); (v) any REO Property (to the extent of the Depositor’s
interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired
under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s
interest therein); (vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment
of Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit,
indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent
of the Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing
Accounts (to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent
of the Depositor’s interest therein), the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account
the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Depositor’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest
in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the
extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular Interests; and (xiii) the proceeds of the
foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and
any reserve accounts, to the extent such interest belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations
with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected
on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in February 2022 but have their
first Due Date in April 2022, any interest amounts relating to the period prior to the Cut-off Date; and (iv) any Retained Defeasance
Rights and Obligations with respect to the Mortgage Loans for which LMF, UBS, NREC or BSPRT is the related Mortgage Loan Seller).
The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2,
3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements,
Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, Barclays and BCHI, Section 19 of the Mortgage Loan Purchase
Agreement between the Depositor, SGFC and Société Générale and Section 19 of the Mortgage Loan
Purchase Agreement between the Depositor, BSPRT and FBRT; (iii) the Intercreditor Agreements; it is intended that the Trustee
get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections,
and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection
therewith.


 


(b)        
 In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver


 



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and
deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the Mortgage
Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition
of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit
and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”)
and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or,
if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered
within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing
Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified
by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller
to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the
Custodian on or before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is,
as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and
(ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing or recording
thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument,


 



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and
such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered
document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments
referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for
filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v),
or clause (x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording
information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering
with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of
Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete
and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty
(180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian
shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no
less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information
as to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan,
the delivery of any such assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition
of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for
recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v),
or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment
by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent
for recording or filing or (except for recording or filing information not yet available) to be sent for recording or filing;
provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon)
shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein
to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled
in the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust
2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14”), and a copy to the Custodian or, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as


 



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titled
above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents) the applicable Mortgage Loan Seller shall be
deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating that such document has been
delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds
the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five
(45) days after the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would
allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof
and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or
amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the
originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five (45) days of
the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf
of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under
any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the
Master Servicer on behalf of the Trust.


 


(c)         
 Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense,
to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment
of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all
such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage
Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.
If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of


 



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the
jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the
case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage
Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be,
and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt
thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian
has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related
Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the
related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory
to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records
of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the
Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation
of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable,
shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request
the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,”
or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those
jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller)
acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest
in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller,
the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)         
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, appraisals, environmental reports, engineering reports, transaction screens,
seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions, tenant
estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole Loan
that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan, but
excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage
Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller
or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are
not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary
for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered
by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing
Date (except that copies of any instruments of assignment that


 



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are
returned to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c)
shall be delivered by the Custodian to the Master Servicer when the originals are returned to the Custodian) and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier
Regular Interests) and, if applicable, on behalf of the related Companion Holder; provided that the parties hereto acknowledge
and agree that some or all of the items in this Section 2.01(d) have, as of the Closing Date, been posted to websites to
which various parties to this Agreement have access, and if any such items have been so posted to any such website(s) to which
the Master Servicer has access, such items will be deemed to have been delivered to the Master Servicer in accordance with this
Section 2.01(d); and provided, further, that if the Master Servicer is unable to download such items from
such website(s) after making reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the
Mortgage Loan Seller, the Depositor shall cause such Mortgage Loan Seller to deliver such items to the Master Servicer by such
means as may be reasonably acceptable to the Master Servicer. Such documents and records shall be any documents and records (with
the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing
File.


 


(e)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)            The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve funds and Escrow
Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any
Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable
Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing
Accounts.


 


(g)           With
respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee shall provide any such required
notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer)
within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and
the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort
letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort
letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within 120 days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that
no such replacement comfort letter has been received.


 


(h)           Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files


 



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(but
in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor
a certificate (with a copy (which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating
Advisor certifying that the electronic copies of the documents and information uploaded to the Designated Site constitute all
documents and information required under the definition of “Diligence File” and such Diligence Files are organized
and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage
Loan Seller (the “Diligence File Certification”).


 


(i)            Within
two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR-Compatible
Format and Excel format, any Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1
to the Prospectus in EDGAR-Compatible Format and Excel format to the Master Servicer via email to NoticeAdmin@midlandls.com.


 


(j)            Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement
(other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the
Servicing Shift Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and (iii) 180
days after the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01
until the occurrence, if any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without
limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment
shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced
Loan prior to the Servicing Shift Date in which case such amendment shall be effected in accordance with the terms of this Section
2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any such letter
of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance with
the terms of this Section 2.01, and (3) on and following the Servicing Shift Date, the Person selling the related
Servicing Shift Control Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in
writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan
documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a)
is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related
to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related
Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to
transfer, and to cooperate with all reasonable requests in connection with the transfer


 



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of,
the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition
of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


(k)           Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the applicable Mortgage
Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery
of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage
File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable
Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such
Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


 


Section
2.02        Acceptance by Trustee. (a)  The Trustee, by the execution and
delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section
2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i) of the
definition of “Mortgage File” with respect to each Mortgage Loan and of all other assets included in the Trust Fund
and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and the other documents
delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for
the benefit of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that
it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present
and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable.
If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller
may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby
be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)           Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days
after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused
to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan),
the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage
Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that,
except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their


 



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face
and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed
on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such
exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required
to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out
for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)           The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and
Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of
the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and
appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 


(d)           Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition of “Mortgage
File”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing
or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller
with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer
a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held
by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material
Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall
return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until the same are applied to the Purchase
Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)


 



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in
the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that
it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists
is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, 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 collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller or Additional Repurchase Obligor shall be required to repurchase or substitute for the related
Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5
or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage
Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice
to repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable
filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is
pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution,
and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with
this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the
proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned
to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Account
shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds
shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from
the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the
definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all
endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level


 



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UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)            If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected)
by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such
Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in
the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or
filing and have not been returned by the recorder’s office or filing office).


 


Pursuant
to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense
of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment
and recordation of all such Mortgage Loan documents has been completed.


 


(g)           If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person
for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1
Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master
Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may
be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business
Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to


 



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the
applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each
case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request
is received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in
the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement
from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their
respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any
other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient
and (B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a
15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward
or otherwise provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced
Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling
and Servicing Agreement relating to the BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase
Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request
Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section
2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required
to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage
File.


 


If
the Depositor, the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which
notice has been previously received or given, and such notice was not received from or copied to the Master Servicer or the Special
Servicer, then such party shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as
applicable. Any such notice received by the


 



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Trustee,
the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall
also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Enforcing Servicer
shall promptly notify the Depositor of such repurchase or replacement.


 


Section
2.03        Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a)  The Depositor hereby represents and warrants that:


 


(i)          The
Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of
Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this
Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated
hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with
this Agreement;


 


(ii)         Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of formation or operating agreement of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)        There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the


 



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validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)         The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)         After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage,
the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and
(y) receipt of notice of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial
Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own
expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to
this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable), at the applicable
Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any such
substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection
Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase
Agreement and this Agreement; provided, that except with respect to a Material Defect resulting solely from the failure
by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required
pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months following
the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure
Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the
expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (or, in the case of a Joint
Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan,
if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution
will be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage
Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly
deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer,
the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect


 



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is
not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will
be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured
after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for
so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Directing Certificateholder
(in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event)
and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period,
that such Material Defect is still in effect solely because of the failure of the applicable recording office to have recorded
as filed or returned evidence of filing the document (or made such evidence available online) and that such Mortgage Loan Seller
is diligently pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any
Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect
the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect
or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of
the Purchase Price remitted by the applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) are to be remitted by wire transfer to the Master Servicer for deposit into the Collection
Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing
Servicer, on behalf of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage
Loan, in either case, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is
continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of
such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section
3.05(g) of this Agreement. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing
Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made,
the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding
any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf
of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude
the Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner
and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase


 



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or
substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected
Mortgage Loan; and (iii) 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.


 


With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the
applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds)
for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related
Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent
not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided however, that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be
responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses unless such Breach relates solely
to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further, however, in the event any
such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such
remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent that any
fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related
Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from
the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to each
Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due
with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the Master Servicer
or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of
the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related
Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced
and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution,
shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer
who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly


 



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following
receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either
the discovery of a Material Defect or in providing notice of such Material Defect shall not relieve the applicable Mortgage Loan
Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage
Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide
prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party
has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report),
(iii) such Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such
delay or failure to provide notice (as required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement)
prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise curable. Notwithstanding
the foregoing, 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.


 


The
parties acknowledge that certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required
to perform the obligations of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such
obligations, in each case, to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged
Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such
Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such
release in lieu of repurchase would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided
a Rating Agency Confirmation.


 


(c)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face;
(ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there
is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and
a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the
absence from the Mortgage File of the item called for by


 



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clause (viii)
of the definition of “Mortgage File”; (iv) the absence from the Mortgage File of any intervening assignments
required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage
File either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate
from the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as
applicable; (v) the absence from the Mortgage File of any required letter of credit; or (vi) with respect to any related
leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground
Lease; provided, however, that no Defect (except the Defects previously described in sub-clauses (ii) through
(vi) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage
Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with
respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies
under the related Mortgage Loan, 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; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously
described in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to
the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later
than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged


 



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communications),
and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed
or assigned, as the case may be, to the applicable Mortgage Loan Seller or Additional Repurchase Obligor in the same manner as
provided in Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement and, if applicable, the
definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI,
Société Générale or FBRT, in each case, to the extent provided for pursuant to the related Mortgage
Loan Purchase Agreement, including, without limitation, pursuant to Section 19 thereof.


 


(f)           The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Master Servicer or the Special Servicer with respect to the
enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall,
to the extent not recovered from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing
Advances to the extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or
attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion
of such enforcement action it is determined that the amounts described in clauses first and second are insufficient, then
pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection
Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the
related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)           If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and


 



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unpaid
interest on Advances at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed
expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such
Mortgage Loan. The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the
extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related
Mortgage Loan Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion
consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery
of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of
this Agreement; provided, further, that the Enforcing Servicer may waive the collection of amounts due on behalf
of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section
2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying
Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall
be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists
or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve
or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other
terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the related
Mortgage Loan Seller may repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section 2.03,
pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining
related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the
related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with
such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense)
to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 



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(j)            With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related
Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will
be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise
does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the
Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the
relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of material impairment as a result of the exercise of remedies.


 


(k)  
       (i) In the event an Initial Requesting Certificateholder delivers a written
request to 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 Master Servicer and the Special Servicer. The Enforcing Servicer shall then promptly forward the
Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section
2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)       
   In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other
than any Loan-Specific Directing Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) identifies a
Material Defect with respect to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make,
such a discovery), that party shall deliver prompt written notice of such Material Defect to each other party to this
Agreement and the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such
allegation (a “PSA Party Repurchase Request” and each of a Certificateholder Repurchase Request or a PSA
Party Repurchase Request, the “Repurchase Request”). The Enforcing Servicer shall act as the Enforcing
Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase
Request.


 


(iii)          In the event the 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(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not


 






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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.


 


(iv)          Within two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other
than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of such Master Servicer
Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer
with respect to such Repurchase Request.


 


(l)             (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, a party to this Agreement or the Directing Certificateholder),
and if applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice, the Enforcing Servicer
shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any,
at the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com), indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Certificate
Administrator will be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate
Owners by posting such notice on the Certificate Administrator’s Website. The Proposed Course of Action Notice shall include
(a) a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed
Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice
within thirty (30) days after the date of such notice and a disclaimer that responses received after such 30-day period will
not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action,
the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the
responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
Resolution Election Notices (c) a statement that the responding Certificateholders will be required to certify their holdings
in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders






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to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and
clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement
obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate
Administrator’s tabulation of the responses of the responding Certificateholders. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or
any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to
exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing
Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including
non-binding arbitration) or arbitration. In the event (a) the Enforcing Servicer’s initial Proposed Course of Action indicated
a recommendation to undertake mediation (including non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate
Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received
responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course
of Action indicating a recommendation to undertake mediation (including non-binding arbitration) or arbitration, such additional
responses from other Certificateholders or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices
supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority of responding
Certificateholders.


 


(ii)            If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled
to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller,


 






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subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)          Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with
each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled
to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to
the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise
its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)          If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)           If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration)
or arbitration). If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this
Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement;


 











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provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to 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 again become the Enforcing Party and, as such, shall be the sole party entitled to enforce 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(l) shall
not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with
respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)        For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or
any of their respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of
delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote
Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures
described herein.


 


(ix)           Subject to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either
mediation or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize
the alternative method in the event that the initial method is unsuccessful.


 


(m)          If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)            The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


 


(ii)           The mediator shall be impartial, an attorney 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


 






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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.


 


(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 a Servicing Advance.


 


(n)           If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within thirty (30) days of written notice of the Enforcing Party’s selection of arbitration (such provider, the
“Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)           The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 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.


 



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(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 shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)          The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)        No person may bring a putative or certificated class action to arbitration.


 



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(o)           The following provisions shall apply to both mediation and third-party arbitration:


 


(i)            Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of
New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)          In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates
in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall 



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be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)           In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)          The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the
extent provided in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any
15Ga-1 Notice as it is required pursuant to Section 2.02(g).


 


(vii)         For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or bankruptcy
or other litigation) or the exercise of any rights of a Directing Certificateholder.


 


(viii)        In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect
to then utilize the alternative method.


 


(ix)          Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
or related responsibilities under this Agreement shall be reimbursable as Trust Fund expenses.


 


(p)           Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage
Loan shall be limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance
with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable
Mortgage Loan Sellers with respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan
Purchase Agreement that also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the
cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section 2.04       
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans, and, subject to


 






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Section 2.01 and Section 2.02, the delivery to the Custodian of the
Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and
delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest), and the other assets comprising the Lower-Tier
REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the
Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section
2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the
Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute
and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates
and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in
authorized Denominations and such Certificates evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case
of the Class R Certificates, the Class LR Interest and the Class UR Interest) and (v) the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class S Certificates and has caused the Certificate Registrar to execute and cause the
Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges
the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their
respective portions of the Grantor Trust.


 


Section 2.05       
Creation of the Grantor Trust. The portions of the Trust consisting of the Class S Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class S Certificates and shall be treated as a grantor trust
within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01       
Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a)  Each of the
Master Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced
Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the
best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion
Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate
or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each
Serviced Whole Loan or any Mortgage Loan with related mezzanine


 



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debt, the related Intercreditor Agreement) and the terms of the
respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu
nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the
related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the
Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the
terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special
Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced Companion Loans
in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care,
skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master
Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal
and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property,
maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced
Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any
related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion
Loan constituted a single lender), taking into account the subordinate or pari passu nature, as applicable, of the related
Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment,
in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily
and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any
relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may
have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage
Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services
and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management
for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate
debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case
may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation,
any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer
or the Special


 






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Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan
Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing,
collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event
has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as the Master Servicer, shall
not have any responsibility for the performance by the Special Servicer, in its capacity as the Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any responsibility for the
performance by the Master Servicer, in its capacity as the Master Servicer, of its duties under this Agreement. Each Mortgage Loan
or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the
conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan
and any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to
collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in
respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee


 






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is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)           Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or,
subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with
such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee and, if
applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver,
on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan (and, if applicable,
each REO Property) it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral; (ii) subject to Section 3.08, Section 3.18 and Section 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate
and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth
below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall furnish,
or cause to be furnished, upon written request, to the Master Servicer or the Special Servicer any powers of attorney substantially
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the


 



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Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited,
in the manner required by such jurisdiction (provided that the Master Servicer or 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 required to be registered
to do business in any state.


 


(c)           To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to
who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)           The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)           The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 



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(f)            Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule,
that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan
Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related
Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier than the date
the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately
preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or the Special
Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related
Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the
applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan
Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any
modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer
has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the
applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall
pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special
Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


 


(g)           Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)           Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)            The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing 



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Standard and to the
extent the Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion Loans, in accordance with the respective Stated Principal Balances of
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans.


 


(j)            Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect
to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of such indemnity, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with a legal claim or action
resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no
costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage
Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation
to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however,
that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an
Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has
not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with
respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified
that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis,
within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the second proviso
to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general
collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing
Advances in the same manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer
hereunder.


 


(k)           Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall
use


 



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reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)            The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion
Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan
is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced
Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)          Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement.


 


(n)           In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master
Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan
is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(o)           For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer,
Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced
Whole Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate
Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt
of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 



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(p)           Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money
to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage
in any kind of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to
this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


 


Section 3.02       
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures
as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, that with respect
to each ARD Loan, so long as the related Mortgagor is in compliance with each provision of the related Mortgage 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 the related ARD Loan or
until the outstanding principal balance of such ARD Loan (exclusive of any portion representing accrued Excess Interest) has been
paid in full; provided, further, that the Master Servicer or the Special Servicer, as the case may be, may take action
to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.
The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times
during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided
that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with
any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with
respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed
to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period
with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special
Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of
a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special
Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five
(5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master
Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without
the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have
no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded Loan.


 


(b)           (i) All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and
owing under the Mortgage Loan documents


 



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(including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that
absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent
otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf
of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance
and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any
applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order
of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A) (x) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I
Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing
such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances
for such Mortgage Loan that would have occurred in connection with the related Appraisal Reduction Amounts, or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);



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fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance, and (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 (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (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);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, 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
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed
125% following any partial release (based solely on the value of real property and excluding personal property and going concern
value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an


 



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Opinion of Counsel to the Trustee)
must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required
by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion
Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced
Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order;
provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with
respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement
and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)           Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of Default Interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to
clause fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of
the accrued and unpaid interest described in sub-clause (i) of this clause third that either (A) (x) was
not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred
in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not
advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that
(absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with
related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal
Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no
P&I Advance was made;


 



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fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have
been a Nonrecoverable Advance, and (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 (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
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 (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


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)           Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of


 






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the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan(s), as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii),
as applicable, above.


 


(d)           In the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the
case may be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related Distribution
Date. 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 Excess Interest or prepayment penalty. The preceding statements shall not, however,
be construed to limit the provisions of Section 3.02(a).


 


(e)           With respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service
coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)            Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift
Mortgage Loan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and
the related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to
Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing
such Non-Serviced Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related
Non-Serviced 



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Intercreditor Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business
Days of receipt of properly identified funds, deposit into the Collection Account all amounts received with respect to the related
Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received
by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan
documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held
for the benefit of the Certificateholders and the related Serviced Companion Noteholders collectively, but this shall not be construed
to modify the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible
Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from
a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so
required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion
Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited
in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and
terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its servicing
duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to
the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in
no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)           The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced
Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground
rents payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each related Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time
to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof


 



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from the REO Account
or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items,
employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special
Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan(s). Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor
to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items,
the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion
Loan, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing
Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first
become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


 


(c)           In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing
Advances required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall
not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis)
more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The Master
Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation
to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance,
the Special Servicer may make a Servicing Advance in its sole discretion.


 



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The Special Servicer shall deliver to the Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the
preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon
at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have
been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its
own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in
its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant
to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan,
if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written
notice of such determination within


 



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two (2) Business Days of the date of such determination. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of
the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage
Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing
Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure,
the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary,
no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing
Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes
of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other
amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or
the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from
being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing
Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof


 



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by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)           To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent that any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04        The Collection Account, the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account and the Excess Interest Distribution Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, the Collection Account
in which the Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business
Day following receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on
the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections
received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance


 



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collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a period subsequent thereto:


 


(i)            all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)           all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)          late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)          any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary 



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statements or demands,
assumption fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and Modification Fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant
to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check
to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Collection Account shall be located at the offices of Midland
Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give written notice to the Trustee, the
Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change
thereof.


 


For purposes of determining
amounts to be deposited in the Collection Account in respect of the related Mortgage Loan, the Master Servicer shall determine
the allocation of such amounts in accordance with the related Intercreditor Agreement.


 


(b)           The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess
Interest Certificates), (ii) the Gain-on-Sale Reserve Account (if established) for the benefit of the Certificateholders (other
than the Holders of the Class S Certificates), (iii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the
Certificateholders and (iv) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Excess Interest
Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date
therein, for deposit in (x) the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the
Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available
Funds) for the related Distribution Date and (y) 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
3.05(a)(ii). For the avoidance of doubt, so long as Computershare Trust Company, National Association is the Certificate Administrator,
all funds held in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain
uninvested.


 



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If there are any ARD
Loans in the Trust Fund, then 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(j) of
this Agreement.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder. Funds in
the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.


 


On each Serviced Whole
Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the applicable
Serviced Companion Loan prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(m). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written
notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari
Passu Companion Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master
Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of
such late collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance
with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account and, if established, the Gain-on-Sale Reserve Account, may be subaccounts of a single Eligible Account, which shall be
maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)            any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)           any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 



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 (iii)         any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


 


(iv)          any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)           any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account
the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect
to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate Administrator interest
on such late payment at the Prime Rate from and including the date such payment was required to be made (without regard to any
Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate
Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account any and all
amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(f), respectively.


 


Funds on deposit in the
Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC
Distribution Account or if established, the Gain-on-Sale Reserve Account, shall not be invested for so long as Computershare Trust
Company, National Association is the Certificate Administrator; provided, however, that such funds may be invested
and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator
is not Computershare Trust Company, National Association) in Permitted Investments selected by the party hereunder that maintains
such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the
Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold
or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate
Administrator, shall be made in the name of “Computershare Trust Company, National


 



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Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the BBCMS Mortgage Trust 2022-C14, Commercial
Mortgage Pass-Through Certificates, Series 2022-C14 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date,
the Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds
held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2023, upon receipt
by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate
Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account.
Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject
line reference of “BBCMS 2022-C14 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, either 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.


 


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.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, 


 



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the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and,
if established, the Gain-on-Sale Reserve Account, prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding the Excess Interest and (ii)  the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest Certificates; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will
be owned by the Upper-Tier REMIC; each for federal income tax purposes.


 


(c)           Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders,
shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the
benefit of the Holders of the Excess Interest Certificates, which account shall be an asset of the Grantor Trust, but shall not
be an asset of either Trust REMIC. The Excess Interest 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 remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest
received by the Master Servicer prior to the Determination Date for the applicable Collection Period.


 


(d)           Following the distribution of the Excess Interest to Holders of the Excess Interest Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)           The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion
Loan in connection with such sale and remit such funds to the Master Servicer on the later of (x) the date that is on or prior
to each Determination Date or (y) one (1) Business Day after such amounts are received and properly identified and determined to
be available, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report.
On 



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the related Remittance Date, the Master Servicer shall remit such Gain-on-Sale Proceeds to the Certificate Administrator, who
shall deposit such funds into the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related Companion
Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit
into the Companion Distribution Account.


 


(f)            Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)           [RESERVED].


 


(h)           [RESERVED].


 


(i)            If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section
3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss
of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available Loss of
Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of either Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner
of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not
being an order of priority and without duplication of the same payment or reimbursement):


 


(i)            (A) no later than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted by the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied
to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
to remit to the Companion Paying 



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Agent for deposit in the Companion Distribution Account the amounts required to be so deposited
with respect to the Companion Loans;


 


(ii)           (A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of
PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO
Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan
(whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the
form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO
Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan and any related
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then out of general
collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable)
any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan
or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer,
any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review
Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)          to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made;


 



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provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)          to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans)),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any
Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for
such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties
on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided
in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance
shall be reimbursable pursuant to clause (v) below;


 


(v)           to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation


 



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Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating
to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), from funds
related to such Serviced Whole Loan prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in
the Collection Account; provided, further, that  with respect to a Serviced Mortgage Loan, reimbursement of
Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion
Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans or AB Subordinate
Companion Loans), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account
related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final
Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all
amounts received in connection therewith;


 


(vi)          at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Section 4.03(d) or Section 3.11(d), (b) any unreimbursed Servicing Advances (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the


 



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Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) or 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and any
AB Subordinate Companion Loans);


 


(vii)         to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the
definition of Purchase Price;


 


(viii)        in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance
and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 



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(ix)           to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general
collections with respect to the Mortgage Loan;


 


(x)            to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been
paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than
Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)           to pay itself the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected
on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments;


 


(xii)          to recoup any amounts deposited in the Collection Account in error;


 


(xiii)         to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members,



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managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in
accordance with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(xiv)        to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(b), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(f) to the extent payable out of
the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section
3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(xv)         to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the
extent that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor
pursuant to Section 10.01(g);


 


(xvi)        to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 



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(xvii)       to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xviii)      to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xix)         to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xx)          to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxi)         [RESERVED];


 


(xxii)        to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxiii)       to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement,
the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan basis and, when appropriate, on a property-by-property basis,
for the purpose of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer
of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator


 



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describing the item and amount to which the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and, when appropriate, on
a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out
of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan(s), as applicable.


 


(b)           The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)            to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of
any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier REMIC
Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section
4.01(c);


 


(ii)           to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)          to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the
Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust
Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section
10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 



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(v)           to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)          to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)         to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein;


 


(viii)        to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01; and


 


(ix)           termination of this Agreement pursuant to Section 9.01.


 


(c)           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(l).


 


(d)           The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)            to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect
of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


 


(ii)           to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01.


 


(e)           [RESERVED].


 


(f)            Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator
Fee listed in Section 3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of
any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees
payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator
shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient
to reimburse the full amount of Advances and interest thereon listed in Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(iv), Section 3.05(a)(v) and Section 3.05(a)(vi) then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the
Master Servicer and then to the Operating Advisor.


 



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(g)           If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of
the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution
Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master
Servicer for deposit into the Collection Account for the following purposes:


 


(i)            to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this
Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property
(together with any interest on such Advances);


 


(ii)           to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not
paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)          to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


 


(iv)          following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan or Serviced REO Property to cover the items contemplated by the immediately preceding
clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)           On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are
attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)           Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(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 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 related Mortgage Loan or REO Loan


 



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for which such Loss of Value Payments are being transferred to the Collection Account
to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(m).


 


Section
3.06        Investment of Funds in the Collection Account,
the REO Account and Loss of Value Reserve Fund.
(a)  The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution
Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”), the Special
Servicer may direct any depository institution maintaining the REO Account and Loss of Value Reserve Fund (also for purposes of
this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself
invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds
are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such
account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name
of the Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the
benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain
continuous physical possession of any Permitted Investment of amounts in the Collection Account, such Companion Distribution Account,
such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of
the UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the
UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement”
(within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may be,
shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over
such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve
Fund or any Servicing Account maintained by or for the Special Servicer) shall:


 


(i)            consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature 



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hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


(ii)           demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the Investment Account.


 


(b)           Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect
to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at
its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any
loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case
may be, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special
Servicer, as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein,
no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to
deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior
to such insolvency).


 


(c)           Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to


 



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any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07       
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to
REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the related
Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent that
the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with
respect to the Master Servicer or the Special Servicer, as the case may be) or if the Trustee does not have an insurable interest.
If the Mortgagor does not so maintain such insurance coverage or the Mortgaged Property is an REO Property, subject to its recoverability
determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than
a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage,
but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the
Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined by the Master
Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan)
or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) (provided that any
determination that such insurance coverage is not available or not available at commercially reasonable rates shall be made (i) prior
to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded Loan, with the consent
of the Directing Certificateholder and (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, and other than with respect to any Excluded Loan,
after consultation with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling
Holder)) (in the case of the Directing Certificateholder, other than with respect to any Excluded Loan as to such party), except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master
Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan); provided,
however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained
on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose
or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance
in place at the closing of the Mortgage Loan; provided that, with respect to the immediately preceding proviso, the Master
Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself
maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an
Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special
Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has occurred and is continuing
and other than with respect to any Excluded Loan, with the


 



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consent of the Directing Certificateholder and (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, and other than with respect to any Excluded Loan, after consultation with the Directing Certificateholder (or, in each case,
with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with
the consent of the Serviced AB Whole Loan Controlling Holder)) (other than with respect to any Excluded Loan as to such party),
and only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the
Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates. The Master Servicer
and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining
whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer
shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) unless a Control
Termination Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing
Certificateholder and (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, and other than with respect to any Excluded Loan, after consultation
with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) (in each
case, other than with respect to any Excluded Loan as to such party)), that such insurance is not available at commercially reasonable
rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively
rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing the Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which
case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in
the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such
Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan


 



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documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced
Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on
its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be
a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions
to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any),
notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer
in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related
REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the
contrary, the Master Servicer shall not be required to maintain, and will not be in default for failing to obtain, any earthquake
or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in
accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions;
provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates of insurance
in determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance
against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such
insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy for a Mortgaged Property securing
a Specially Serviced Loan contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s
compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance
requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Master Servicer (with respect to a Non-Specially
Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing
Standard that such failure is not an Acceptable Insurance Default, the Special Servicer (with regard to such determination made
by the Special Servicer) shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained. The Master Servicer and the Special Servicer (with respect to the Special Servicer,
at the expense of the Trust) shall be entitled to rely on insurance consultants


 



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in making such determinations. The Master Servicer
shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Master Servicer or the Special Servicer is evaluating the availability of such insurance or waiting
for a response from the Directing Certificateholder or the holder of any Companion Loan (or, with respect to a Serviced AB Whole
Loan, the holder of the related Subordinate Companion Loan), neither the Master Servicer nor the Special Servicer will be liable
for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not
be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or
cause such insurance to be maintained.


 


(b)           (i) If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified
Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but
excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as
the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would
have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


(ii)           If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master 



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Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
Insurance Policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)           Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or
errors or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)           At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is
available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable),


 



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and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an
amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the
Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus
such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing
Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of
the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid
by the Master Servicer as a Servicing Advance.


 


(f)            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.


 


(g)           Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A3” by Moody’s or “A-” by Fitch (if rated by Fitch), the Master
Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligations under this Section 3.07.


 


Section 3.08       
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)            provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)           provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan as to


 



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which such matter is a Master Servicer Decision pursuant to clause (xiii) of the definition thereof) or
the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is
a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan containing a “due-on-sale” clause (x) to accelerate the payments
thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any
right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to
clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event
shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described
under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred
and be continuing and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall have consulted
with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (provided that, in the case
of clause (A), clause (B), and clause (C), such consent shall be deemed given or such consultation shall be deemed
to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided
within ten (10) Business Days after receipt of the Special Servicer’s written recommendation, which may be in the form
of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder or the Operating
Advisor, as applicable, and reasonably available to the Special Servicer in order to grant or withhold such consent or conduct
such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal
to $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance
of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case
may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y) and (z) of this
sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency
Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.



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In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan
Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain
conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to
determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being
serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer
(with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance
with the Servicing Standard whether such conditions have been satisfied.


 


(b)          As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)           provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)           requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan
as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any
right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to
withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive
its right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred
and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder
shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing,
and no


 



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    Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) and (C) after the occurrence and during the continuance of
an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the extent
required pursuant to Section 6.08(a) (provided that in the case of clause (A), clause (B) and clause (C)
such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request
for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special
Servicer’s written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably
requested by the Directing Certificateholder or the Operating Advisor, as applicable, and reasonably available to the Special Servicer
in order to grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer or the Special Servicer,
as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated
Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed
debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $35,000,000; provided, however, that with respect to sub-clauses (A), (B), (C) and (D) of this
sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency
Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan
Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer or the Master Servicer,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless


 



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    determined
to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all
Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


Upon
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent
or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
that is a Non-Specially Serviced Loan and other than any transfers or assumptions provided for in clause (xiii) of the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiii) or clause (xiv) of the definition thereof, the Master Servicer shall promptly
forward such request to the Special Servicer and the Special Servicer shall process such request (including, without limitation,
interfacing with the Mortgagor) and except as provided in the next sentence, the Master Servicer will have no further obligation
with respect to such request or due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate with the Special
Servicer by delivering to the Special Servicer any additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause. The Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a
“due-on-sale” or “due-on-encumbrance” clause (other than any transfers or assumptions provided for
in clause (xiii) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xiv) of the definition
thereof) and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect
to any such request.


 


(c)           Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except
as otherwise permitted by Section 3.08(a), Section 3.08(b) and/or Section 3.18, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision
of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section
3.08(a) or Section 3.08(b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and
shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this


 



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    Agreement,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or Section 3.08(b) and shall forward thereto a copy of such agreement.


 


(e)          
[RESERVED].


 


(f)           For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent shall be made without (x) (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, the
consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent required by, and pursuant
to the process described under Section 6.08(a), (y) (i) 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 (ii) other than with
respect to any Excluded Loan, consultation with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a) and (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, consultation
with the Operating Advisor if and to the extent required pursuant to Section 6.08(a).


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a)  Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt,
the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with
a copy of such notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this
Section 3.09, Section 3.24, subject to the Directing Certificateholder’s and the Operating Advisor’s
respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related
Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related
Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released
from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which
a Mortgaged Property shall


 



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    have
suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion
that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or the Special
Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable
Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer,
on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of
the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment
taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following
sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the
Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property
by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)           such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or


 


(ii)     
     the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be
paid by the Master Servicer as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the
extent not allocable to the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)      
    Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental


 



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    Assessments
and performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)           such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous
Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence
have been satisfied. The Special Servicer shall review and be familiar with the terms and conditions relating to enforcing claims
and shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using
reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained
on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders
and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to
any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to
Section 4 of each of the Mortgage Loan Purchase Agreements for which


 



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    the
applicable Mortgage Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable
Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest
of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the
occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence
and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination
Event) and (B) other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder at such
time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if
such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related
Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies,
the Trustee, the Certificate Administrator, the Master Servicer and (A) prior to the occurrence of a Consultation Termination
Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder, in writing of its intention to
so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted
such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed
to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to
the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the
Holders of the Certificates). To the extent that any fee charged by any Rating Agency in connection with rendering such written
confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special
Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related
Mortgage Loan documents.


 


(e)           The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the
earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan
Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)            The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided


 



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    to
the Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee
and the Certificate Administrator.


 


(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator and the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance
Determination Date.


 


Section
3.10      Trustee and Certificate Administrator to Cooperate; Release
of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in full shall
be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer, as the case may be, will promptly
notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in
the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section
3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business
Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies
the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the
Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced
Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related
Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance
shall be chargeable to the Collection Account.


 


(b)          From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document
to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer
or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related
Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required
to be deposited into the Collection Account (including amounts related to the related Companion


 



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    Loan,
if applicable) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO
Property, a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or
a designee), as the case may be, with the original being released upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court
pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including
any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible
for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings
shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)          If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11      Servicing Compensation. (a)  As compensation
for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage
Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan)
(including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under
any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The
Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs
with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced
Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable
Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as
interest on


 



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    each
REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent
permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the
following amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to
any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; provided
that if any such matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such Excess
Modification Fees (provided, however, the Master Servicer shall receive 0% of any fees collected with respect
to any COVID Modification), (ii) 100% of all assumption application fees and other similar items received on any
Non-Specially Serviced Loans for which the Master Servicer is processing the underlying assumption-related transaction
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are
Master Servicer Decisions and 100% of all defeasance fees (provided that for the avoidance of doubt, any such
defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled
to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other
than assumption application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to Master Servicer
Decisions; provided that if any such matter involves a Major Decision, then the Master Servicer shall be entitled to
50% of such assumption, waiver, consent and earnout fees and other similar fees, and only to the extent that all amounts then
due and payable with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In
addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with
respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements and demand
charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by
the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by the
Master Servicer and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not
prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the
related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the


 



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Companion Distribution
Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the
Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund
in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or
other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage
Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and
Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgaged Loans) and any
Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with
its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its
Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign
or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any
Serviced Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation
or termination of Midland Loan Services, a Division of PNC Bank, National Association as the Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05
and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate,
and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement
and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing
Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding
any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer hereunder
(subject to reduction pursuant to the preceding sentence).


 


A
Liquidation Fee will be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan)
with respect to which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance and
Condemnation Proceeds or (ii) Loss of Value Payments (including with respect to any related Companion Loan, if applicable).


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the


 



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    Special
Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated
on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO
Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations
under this Agreement. For the sake of clarity, nothing herein is intended to limit the Special Servicer’s right to share
a portion of such compensation with the Directing Certificateholder after it is received nor to imply that there may not be more
than one Special Servicer appointed under this Agreement; provided that no one Mortgage Loan may be serviced by more than
one Special Servicer at any time. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced
Mortgage Loan.


 


(c)          Additional
servicing compensation in the following form shall be promptly paid to the Special Servicer by the Master Servicer (or directly
from the related Mortgagor) to the extent such fees are paid by a Mortgagor and shall not be required to be deposited in the Collection
Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions
or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially
Serviced Loans and 100% of any Modification Fees collected with respect to any COVID Modification, (ii) 100% of all assumption
application fees and other similar items on any Specially Serviced Loans and 100% of assumption application fees and other similar
items on any Non-Specially Serviced Loans for which the Special Servicer is processing the underlying assumption-related transaction
that is a Major Decision, (iii) 100% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid
by the related Mortgagor on Specially Serviced Loans, (iv) 50% of all Excess Modification Fees (other than Modification Fees
related to a COVID Modification) related to modifications, waivers, extensions or amendments of any Non-Specially Serviced Loan
to the extent the matter involves a Major Decision and (v) 50% of all assumption, waiver, consent and earnout fees received
with respect to any Non-Specially Serviced Loan to the extent that the matter involves a Major Decision. Subject to Section
3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) any charges for beneficiary statements and demand charges actually
paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Special Servicer,
(iii) amounts collected for checks returned for insufficient funds with respect to the accounts held by the Special Servicer
and (iv) interest or other income earned on deposits relating to the Trust Fund in the REO Account and the Loss of Value Reserve
Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to
such Distribution Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for and retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan)


 



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    reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by the related Mortgagor. 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 Corrected
Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of
Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall
be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout
Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan)
that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related
Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection
on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has
been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a
Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan (including
a Serviced Companion Loan) again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect
to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant
a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer
and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected
Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer shall not be entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee shall be payable to the Special Servicer with respect to (a) each Non-Specially
Serviced Loan with respect to which the Special Servicer acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other
than a Non-Serviced Mortgage Loan) and (c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special
Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds). If,
however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special
Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation
Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding
anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but
not both, with respect to proceeds on any


 



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    Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing
Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement
is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not
expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.


 


For
the avoidance of doubt, with respect to any fee split (other than a fee split with respect to Penalty Charges) 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, but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided,
however, that (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 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 will 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 (other than Penalty Charges), 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 percentage interest of such fee charged by the Special Servicer. Similarly,
if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall still be entitled
to charge the portion of the related fee the Master Servicer would have been entitled to if the Special Servicer had charged a
fee and the Special Servicer shall not be entitled to any percentage interest of such fee charged by the Master Servicer.


 


(d)          In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which


 



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    resulted
in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with
respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by
the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to
the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. If the Special Servicer
has partially waived any Penalty Charge (part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan
and part of which accrued when the related Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty
Charge shall be shared pro rata by the Master Servicer and the Special Servicer based on the respective portions of such
Penalty Charge to which each would otherwise have been entitled. If the Master Servicer has partially waived any Penalty Charge
(part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related
Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata
by the Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise
have been entitled. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any
Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest
thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer
shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially
Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable
Servicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations.
If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced Special
Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special
Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special
Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report


 



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    (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided
that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan and Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xiii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12      Inspections; Collection of Financial Statements; Delivery
of Reports. (a)  The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own
expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan,
a Specially Serviced Loan or an REO Loan) with a Stated Principal Balance of (i) $4,000,000 or more at least once every twelve
(12) months and (ii) less than $4,000,000 at least once every twenty-four (24) months, in each case, commencing
in the calendar year 2023 (and each Mortgaged Property shall be inspected on or prior to December 31, 2023); provided,
however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months,
the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a
Specially Serviced Loan or REO Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan
or REO Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence
shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges
actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement, with


 



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    respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special
Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection
detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the
existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer
or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the
condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and
(v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the
Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within
five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master
Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special
Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for review by NRSROs (including Rating Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than
an Excluded Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event,
the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request
to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter ending June
30, 2022 and the calendar year ending on December 31, 2022, and the quarterly and annual financial statements of such Mortgagor,
whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports
or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of
such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer
shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required
to deliver such statements pursuant to the terms of


 



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    the
Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent
rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the
Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected
to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each
case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than March 31
of each year, commencing in 2023 for the 2022 calendar year. Upon the request of any Privileged Person (other than the NRSROs)
to receive copies of such items, the Master Servicer or the Special Servicer, as the case may be, shall deliver or make available
electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website.
Upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer or the Special Servicer, as applicable,
shall deliver or make available additional copies of the requested items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


 


Furthermore,
with respect to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual
or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Property (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 Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer,
in the case of any Non-Specially Serviced Loan, as applicable (only to the extent the related information required for such testing
is to be delivered to the Master Servicer or Special Servicer pursuant to the related Mortgage Loan Documents and is actually delivered
to either the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing within the
timeframes contemplated by such Mortgage Loan documents. Furthermore, in accordance with this Section 3.12(b), with
respect to any Mortgage Loan (or Serviced Whole Loan), the Master Servicer, in the case of any Non-Specially Serviced Loans, and
the Special Servicer, in the case of Specially Serviced Loans, shall use reasonable efforts to collect financial statements from
the related Mortgagor for the periods set forth in the related Mortgage Loan documents (e.g., and as applicable, for the
entire fiscal year where annual reporting is required).


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare
with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)           Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing for the quarter ending on June 30,
2022, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by
the related Mortgage 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 that calendar quarter, provided, however, that any analysis
or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current
applicable CREFC® guidelines (it being understood that as of the


 



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    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 Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed
on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC®
Servicer Watch List). Promptly following the initial preparation and each material revision thereof, the Special Servicer shall
deliver to the Master Servicer (in electronic format) each CREFC® Operating Statement Analysis Report with respect
to Specially Serviced Loans and REO Properties, along with the related operating statements. The Master Servicer shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced
Companion Loan).


 


(ii)          Within
forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent that any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for 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 Mortgage 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. The Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,
shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon
request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material
revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect
to any Serviced Companion Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
all such items to the 17g-5 Information Provider’s Website.


 


(c)          At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis


 



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    Report,
in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning June 2022, the Master Servicer shall prepare (if
and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the
CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC®
Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery
Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered
pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00
p.m. (New York City time) on the P&I Advance Date beginning June 2022, the Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than
2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning June 2022, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic
Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction Template, if provided
for such Distribution Date. In no event shall any report described in this subsection be required to reflect information that has
not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not
later than 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar
day is not a Business Day, then the immediately succeeding Business Day) beginning in June 2022, the Master Servicer shall deliver
to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format provided, however,
that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Depositor
has delivered the items required pursuant to Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If the Certificate
Administrator does not receive such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York
City time) on the date specified in the immediately preceding sentence, it shall immediately request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com and send a copy of such request to the Depositor
via email to daniel.vinson@barclays.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall be
entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable
requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act


 



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    as
in effect on the Closing Date of the Initial Schedule AL File, any Initial Schedule AL Additional File and Annex A-1 to the
Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR-Compatible Format. The CREFC® Schedule AL File and the Schedule
AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files unless, solely with respect to the
Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional
Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify
the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL
Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC®
Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.11(e), Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.11(e),
Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information
or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent
that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant
to Section 3.11(e), Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared
and delivered by the Special Servicer pursuant to Section 3.11(e), Section 3.12(b) or Section 3.12(c), the
Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to
a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide
any information or report required under Section 3.11(e), Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)           Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any


 



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    such
information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available any
statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information. (a)  Each
of the Master Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the
Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured
financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America
and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate,
access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the
case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control
which may be required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person
and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than
from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer
to any information


 



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    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 (x) the execution of a confidentiality agreement substantially in the form of Exhibit X,
or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s website or the Special Servicer’s website (if any); (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to
the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed
by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the
Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing
Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality
of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer
or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available
at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master
Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer
or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such
form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that
such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance
and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may
have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order,
no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for


 



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    such
party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and
the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of,
the Mortgage Files or Diligence Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


(i)      
     The following documents, which will initially be made available under a tab or heading designated
“deal documents”:


 


(A) 
         the Prospectus and any other disclosure document relating to the Registered Certificates, in
the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)  
         this Agreement and any amendments and exhibits hereto;


 


(C)            any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)      
     the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)             the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)          
any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(iii)          
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)           all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)            the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI


 



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    Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)            all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)           summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)            all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)            any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)            a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis; and


 


(E)             the
CREFC® Appraisal Reduction Template;


 


(v)           The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)           any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)            any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)            any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j);


 


(D)            any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)             any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)             any
Asset Review Report Summary received by the Certificate Administrator;


 



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    (G)            any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)            any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)              any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)             any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)           
any notice of termination pursuant to Section 9.01;


 


(L)            any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)          
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


 


(N)            any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)            any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist
due solely to the existence of an Excluded Loan, 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 Loan);


 


(P)            any
notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)            any
notice of the occurrence of an Operating Advisor Termination Event;


 


(R)            any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 



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    (S)           any
assessments of compliance delivered to the Certificate Administrator; and


 


(T)           any
attestation reports delivered to the Certificate Administrator;


 


(U)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(V)          
any Proposed Course of Action Notice; and


 


(W)          any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b); and


 


(viii)        the
“U.S. Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance by
the Retaining Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor
third party purchaser with the applicable provisions of the Risk Retention Rules;


 


provided
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling


 



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    Class
Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form) of an investor
certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical
form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access
all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing
Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s
Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each
rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder
or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an
investor certification in the form of Exhibit P-1D in physical form (or, solely with respect to the Master Servicer
or the Special Servicer, in electronic form) hereto from the Directing Certificateholder 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 Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with
such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation
from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a
new investor certification substantially in the form of Exhibit P-1D in physical form (or, solely with respect to the
Master Servicer or the Special Servicer, in electronic form) to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded


 



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    Information
(and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as
applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder 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 Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if
the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, did not
receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.33.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the
Directing Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing
Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder,
(C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its
actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein to
the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling
Class Loan to the extent such information was included in the summary of a Final


 



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    Asset
Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly
identified as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided to
the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the acceptance
of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith.
Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS
customer service desk at (866) 846-4526.


 


(c)           The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2022-C14” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any
notices of waivers under Section 3.08(d);


 


(ii)           any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)           copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)            any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 



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    (xi)           any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)          any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)         any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)         any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)          any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)         any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)        any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)       any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York
City time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business
Day. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information


 



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    Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the
form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526
or 17g5informationprovider@wellsfargo.com (specifically referencing “BBCMS 2022-C14” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered
to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider
to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any
designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers any information,
report, notice or document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document
was received and that it has been posted.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BBCMS 2022-C14”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above; provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe


 



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    in
Section 3.13(c), then it shall post such information within a reasonable time. The Master Servicer or the Special Servicer,
as applicable, shall not send any such information directly to the Rating Agencies until the 17g-5 Information Provider notifies
it that such information has been posted to the 17g-5 Information Provider’s Website.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Financial Market Publishers)
with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate
Administrator. Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)           Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or
(z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
website or the Special Servicer’s website (if any), and (B) acknowledge that the Master Servicer or the Special Servicer
may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s website or the Special Servicer’s website (if any), the Master Servicer and the
Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In connection with providing access to or copies of the information
described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used
by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators
and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees


 



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    to
keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein
or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed
or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


 


(g)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further, that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)   
      Without limiting the Operating Advisor’s consultation rights pursuant to Section
6.08, the Special Servicer shall provide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset
Status Reports and approved or deemed approved Major Decision Reporting Packages (only with respect to any Specially Serviced Loans)
and after an Operating Advisor Consultation Event, Asset Status Reports and Major Decision Reporting Packages. In addition, the
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)           None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating
Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as


 



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    the
case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the
Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer,
or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the
Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations in general; provided
that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with
such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to
the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to
this Section 3.13(i).


 


(j)           The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a)  If
title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that
purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted
by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or
its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of
a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell
any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such
REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days
prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service
to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed
to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to
the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If
the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence
or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may


 



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    be.
Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i)
of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding
sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)         The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after
receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in
respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of
the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)     
    The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation,
management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the later of (x) the date that is on or prior to each Determination Date
or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available (or with
respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer
shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion
Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently
ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net
Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain
in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a
reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related
REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c),
the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for
deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed
by the Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance
Date) for the related Distribution Date.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 



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    Section
3.15     Management of REO Property. (a)  If title
to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other
than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee
(as holder of the Lower-Tier Regular Interests, as applicable) solely for the purpose of its timely disposition and sale in a manner
that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as
are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related
Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests, as applicable) all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special
Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein,
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to
this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced
Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code
if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion
Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different
basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later
than two (2) Business Days following receipt of such properly identified funds) in the applicable REO Account all revenues
received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent
of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing
and maintenance of such REO Property, including, without limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from
the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds
such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to any Mortgage
Loan other than


 



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    an
Excluded Loan, and prior to the occurrence and continuance of a Consultation Termination Event)) such advances would, if made,
constitute Nonrecoverable Servicing Advances.


 


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)         none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the


 



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    Special
Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such REO Property;
and


 


(v)          the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)          When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a)  (i)  Within
thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall
not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the
fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer
shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after
its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and
new information in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy; provided that the Special
Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its
fair value determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 



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    (iii)         If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent
permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced
Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing, provided such Non-Serviced Mortgage Loan is not
an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that
such action would be in the best interests of the Certificateholders and, subject to the terms of the related Intercreditor Agreement
(and provided that the related Non-Serviced Special Servicer will not be entitled to a liquidation fee), the Special Servicer
will be entitled to the liquidation fee that the related Non-Serviced Special Servicer would have otherwise been entitled to in
connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder (other than with respect to any Excluded
Loan) and, in respect of any Serviced AB Whole Loan, prior to the occurrence of an AB Control Appraisal Period, the holder of the
related AB Subordinate Companion Loan (in the case of the Directing Certificateholder, other than in respect of any Excluded Loan
as to such party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In
the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the
Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)         (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special
Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than
an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for
any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the
period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether
the offer


 



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    constitutes
a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute
a fair price unless (x) it is the highest offer received and (y) at least two other offers are received from independent
third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted
Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted
in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on
a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect to any
Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) subject to the limitations on consultation set forth in and in accordance with Section
6.08(a) and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and, (ii) in the case of
a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the
Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would
be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender, and taking into account the subordinate or pari passu nature of
any Companion Loan). In addition, the Special


 



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    Servicer
may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it determines, in its reasonable judgment
consistent with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender, and taking into account the subordinate or pari passu nature of any Companion Loan) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the
lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final
Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the
extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)         Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other
resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


 


(b)         (i) (A) The
Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the entire
REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines, consistent
with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders.
The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the
Directing Certificateholder (in the case of the Directing Certificateholder, in respect of any Mortgage Loan other than an Excluded
Loan as to such party, prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’
prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation
of the Purchase Price) or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received
from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable
law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an
Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property
and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned
by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(B)          In
the absence of any such offer as set forth in sub-clause (A) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer


 



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    for
such REO Property received from any Person that is determined to be a fair price (1) by the Special Servicer, if the highest
offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an Interested Person
unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the
highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from
an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other
offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the
Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable
Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall
be instructed to take into account, as applicable, among other factors, the physical condition of such REO


 



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    Property,
the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain
customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance
with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Trustee shall have any liability to the Trust or any Certificateholder
or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.


 


(c)           Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any
cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless
the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the
Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion
Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion
Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole
Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days
prior to the proposed sale date, a copy of the most recent Appraisal for such Serviced Pari Passu Whole Loan, and any documents
in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion 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 Directing Certificateholder)
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


 



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    connection
with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted
to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and
the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)           (i) Notwithstanding
anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to the terms of the
related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the related Mortgage
Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority over any provision
described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement. If the related Mortgage
Loan or related REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable Mortgage Loan Seller
or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this
Agreement.


 


(ii)           Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)            Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)           In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.17      Additional Obligations of Master Servicer and Special
Servicer. (a)  The Master Servicer shall deliver all Compensating Interest Payments (other than the portion


 



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    of
any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. The Master
Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the
Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor.


 


(b)           The
Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports or notices
required to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement.


 


(c)           Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to
any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Master Servicer or
the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection
period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof);
provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a one-month collection period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage
Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall
use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for
posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines
in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize


 



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    its
ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes known to
the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether any Advance is a
Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (i) above,
or (iii) in the case of the Master Servicer, it has not timely received from the Trustee information required by the Master
Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i),
(ii) or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information
Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing,
failure to give notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described
in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of
a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section
3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses
resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the
terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has been
made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not
to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer
or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely
in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder.
If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable
Advances immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be
entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts
in the Collection Account for such Distribution Date (deemed first from principal and then interest). Any such election
by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to
the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the
Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any
of the Companion Holders for any such election that such party makes


 



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    as
contemplated by this Section 3.17(c) or for any losses, damages or other adverse economic or other effects that may arise
from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making
an election, that is authorized under this Section 3.17(c).


 


No
determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of
Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or
amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18      Modifications, Waivers, Amendments and Consents.
(a)  The Special Servicer shall process waivers, modifications, amendments and consents with respect to Specially Serviced
Loans and all such matters that involve a Major Decision for all Mortgage Loans (and any related Serviced Companion Loan) that
are not Specially Serviced Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially
Serviced Loan and does not involve a Major Decision. Except as set forth in Section 3.08(a), Section 3.08(b), this
Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section
6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult


 



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    with
the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced
Loan and/or related Companion Loan that would constitute a Major Decision without (x) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing
Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant to the process described
under, Section 6.08(a), (y) after the occurrence and during the continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan, the Special
Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
or (z) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer having
consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a); and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five
(5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily
by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with
the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration
of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion
Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, the Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the Master
Servicer, the Operating Advisor and the Directing Certificateholder (other than with respect to any Excluded Loan and prior to
the occurrence and continuance of a Consultation Termination Event), with an Opinion of Counsel (at the expense of the related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor,
to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant
modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (2) subject to the Servicing Standard, (w) prior to the occurrence and continuance of a Control Termination Event
and other than with respect to any Excluded Loan, obtain the consent (or deemed consent) of the Directing Certificateholder, (x) after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, and other than with respect to any Excluded Loan, consult with the Directing Certificateholder, in each case
pursuant to the process described in Section 6.08(a) and (y) after the occurrence and during the continuance of an
Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required
pursuant to Section 6.08(a). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise
the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related
Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special
Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced
Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein
which may be inconsistent with any other


 



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    provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or amendment
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).


 


If
a Mortgagor satisfies the requirements set forth in the definition of “COVID Modification” and subject to the determination
and consent of the Special Servicer, the Special Servicer may enter into a COVID Modification with the related Mortgagor. In exchange
for a COVID Modification Fee, the Special Servicer shall be responsible for processing any COVID Modification and any related COVID
Modification Agreement for any COVID Modified Loan.


 


The
Mortgagors may request payment forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed
to grant a COVID Modification if (i) prior to October 1, 2021 (or prior to such later date as may be provided by the IRS in any
future guidance), the period of forbearance granted, when added to any prior periods of forbearance granted before or after the
Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were specifically covered by Revenue Procedure
2020-26 (as extended by Revenue Procedure 2021-12)), does not exceed six months (or such longer period of time as may be allowed
by future guidance that is binding on federal income tax authorities) and such forbearance is specifically covered by Section 5.02(2)
of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12), (ii) such forbearance is permitted under another provision
of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of Counsel is delivered to the effect
that such forbearance will not result in an Adverse REMIC Event.


 


Any
fees or other charges charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification
Agreement with respect to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID Modification Agreement
with respect to such COVID Modified Loan) shall not exceed an amount equal to 0.30% of the Cut-off Date Balance of the applicable
Mortgage Loan (plus reasonable and customary attorney’s fees and expenses, out of pocket third party fees and expenses and
filing fees) and shall only be borne by the related Mortgagor, not the Trust (“COVID Modification Fees”), and
no Special Servicing Fee, Workout Fee or Liquidation Fee will be payable in connection with a COVID Modification. To the extent
that a Mortgagor with respect to any Mortgage Loan or Serviced Whole Loan defaults under a COVID Modification or the Mortgage Loan
becomes a Specially Serviced Loan, all caps and limitations on COVID Modification Fees shall not be applicable and the Special
Servicer shall be entitled to all other fees that would otherwise be payable to the Special Servicer from the Trust or otherwise,
including Special Servicing Fees, Workout Fees, Liquidation Fees, default interest and all other Mortgagor-paid fees.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency


 



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    Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable
Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a
Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer
and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except
as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major
Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession
requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major
Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect
to any Major Decision.


 


(b)           If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may, but is not required to, agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the
provisions of this Section 3.18(b) and Section 3.18(c), (x) with respect to any Major Decision with respect
to any such Specially Serviced Loan other than an Excluded Loan, prior to the occurrence and continuance of a Control Termination
Event, the approval of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder)
as provided in Section 6.08, (y) after the occurrence and during the continuance of an Operating Advisor Consultation
Event, consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan
(other than any Non-Serviced


 



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    Mortgage
Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect
to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement
or mezzanine intercreditor agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder
will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have
no consent or consultation rights regarding the matter; provided, further, that in the case of any release or substitution
of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of
such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the
related Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the LTV Ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair
market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC
qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude
the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the LTV Ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer,
as the case may be, shall require payment of principal by 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” within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated
as a qualified mortgage).


 


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Loan if such modification, waiver or amendment would (1) extend the Maturity Date of any such Specially Serviced
Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if
such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date
occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of


 



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    the
Ground Lease and, prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan, with the consent of the Directing Certificateholder pursuant to Section 6.08 (other than with respect to a Mortgage
Loan that is an Excluded Loan as to such party) ten (10) years prior to the expiration of such leasehold estate (including any
options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)           Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and this Section 3.18 if such
matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with the
Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not
in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will
not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause (x) either Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either
Trust REMIC to be subject to any tax under the REMIC Provisions. In making this determination, the Master Servicer or the Special
Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of
Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect
such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance
Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not
a Specially Serviced Loan.


 


(e)           Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to


 



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    the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)            All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(g)           With
respect to any modification, waiver, amendment or consent for which it is responsible for processing pursuant to Section 3.18,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Directing
Certificateholder (other than (i) following the occurrence and continuance of a Consultation Termination Event and (ii) with
respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control
Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing
of any modification, waiver, amendment or consent (in each case, after it is finalized and executed) of any term of any Mortgage
Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver, amendment
or consent (in each case, after it is finalized and executed) for which it is responsible for processing pursuant to this Section
3.18, the Master Servicer shall provide written notice of any such modification, waiver, amendment or consent to the Trustee,
the Certificate Administrator, the Special Servicer (and, unless a Consultation Termination Event has occurred and is continuing,
the Special Servicer shall forward any such notice to the Directing Certificateholder (other than with respect to an Excluded Loan)),
the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred,
if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering
notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, amendment
or consent, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the
applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as the case
may be, delivery of the aforesaid modification, waiver, amendment or consent to the Certificate Administrator, the Certificate
Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R Certificates). With respect
to the processing of any modification, waiver or consent related to any Mortgagor incurring Additional Secured Debt or mezzanine
debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a))
or the Master Servicer (if the


 



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    Master
Servicer processes such modification, waiver or consent pursuant to Section 3.18(m)) shall, on or before the later of (i) 3:00
p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or
the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such Additional Secured Debt or mezzanine
debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to
cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as Exhibit EE.
The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as
the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of Additional Secured
Debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis
of such Mortgage Loan and Additional Secured Debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage
Loan and Additional Secured Debt. In the event that either (i) the CREFC® Investor Reporting Package is amended
to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and
the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended
CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D
in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange
Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the
Master Servicer, the Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the
information set forth in this paragraph.


 


(h)          Subject
to the consent rights and process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall process
all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance with the
terms of the related Mortgage 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 any Modification Fees or waiver fees in connection with
a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting
of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall


 



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    establish
a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however, that
no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding
sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)            Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines
that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and,
if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to either Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 



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Notwithstanding
the foregoing, with respect to the Mortgage Loans identified as Mortgage Loan Numbers 4, 5, 7, 9, 10, 13, 19, 25, 26, 30, 32,
34, 37, 41, 42, 44, 45, 47, 49, 52, 56 and 57 on the Mortgage Loan Schedule for which LMF, NREC, UBS or BSPRT is the applicable
Mortgage Loan Seller and that are subject to defeasance, the related Mortgage Loan Seller has transferred to a third party or
has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to purchase
or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance Rights
and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage
Loan for which LMF, NREC, UBS or BSPRT is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance
Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business
Days of receipt of such notice, written notice of such defeasance request to LMF, NREC, UBS or BSPRT, as applicable. Until such
time as the related Mortgage Loan Seller provides the Master Servicer with written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which LMF, NREC, UBS or BSPRT is the related Mortgage
Loan Seller shall be delivered to the related Mortgage Loan Seller at its respective notice address provided under Section
13.05. With respect to any such Mortgage Loan that is subject to defeasance, if the successor borrower is not designated or
formed by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable
to the Master Servicer in accordance with the Servicing Standard.


 


(j)         
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by
the Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)         Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to


 






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Section
3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents
and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination of
the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property that
secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer
shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion
of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event to the extent the Special Servicer determines in accordance with the Servicing Standard that
such Opinion of Counsel is reasonably necessary.


 


(m)        Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the definition
of Master Servicer Decision) or the Special Servicer’s approval or consent, take any of the following actions with respect
to Mortgage Loans that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action, a “Master
Servicer Decision”): (i) grant waivers of non-material covenant defaults (other than financial covenants), including
late (but not waived) financial statements except that (other than with respect to any Excluded Loan, and prior to the occurrence
and continuance of a Control Termination Event) the Directing Certificateholder’s consent (or deemed consent) shall be required
to grant waivers of more than three consecutive late deliveries of financial statements; (ii) consents to releases of non-material,
non-income producing parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property
or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases
are required by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including,
without limitation for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the
Mortgage Loan to easements, except that, prior to the occurrence and continuance of any Control Termination Event and other than
in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required to approve
or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a Mortgagor’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine
approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving leasing activities
(other than for ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and
other than in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
for leasing activities that affect an area greater than or equal to 30% of the net rentable area of the improvements at the
Mortgaged Property), including approval of new leases and amendments to current leases; (v) consent to actions and releases
related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a
Control Termination Event and other


 






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than
in the case of any Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required in connection
with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the related Mortgage Loan or Companion Loan when due); (vi) consent to a change in property management relating to any
Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided that,
prior to the occurrence and continuance of any Control Termination Event and other than in the case of any Excluded Loan, the
Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage Loan (including any related
Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000); (vii) approve annual operating
budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters
of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that (other than
with respect to any Excluded Loan and prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder’s
consent (or deemed consent) shall be required for earnout, holdback or performance reserve releases specifically scheduled on
Schedule 3 to this Agreement for which there is lender discretion; (ix) grant any extension or enter into any forbearance
with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date
of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120 days after the related
Maturity Date and (B) the related Mortgagor has delivered documentation (and the Master Servicer shall promptly forward such
documentation to the Directing Certificateholder) reasonably satisfactory in form and substance to the Master Servicer, which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which such Balloon Payment will become due; (x) any modification, amendment, consent to a modification or waiver
of any term of any Intercreditor Agreement, except that (other than with respect to any Excluded Loan and other than with respect
to amendments to split or resize notes consistent with the terms of such Intercreditor Agreement) the Directing Certificateholder’s
consent (or deemed consent) shall be required for any such modification, amendment, consent to a modification or waiver of any
term of any Intercreditor Agreement other than during a Control Termination Event, and if any modification or amendment would
adversely impact the Special Servicer, such modification or amendment will additionally require the consent of the Special Servicer
as a condition to its effectiveness; (xi) any determination of an Acceptable Insurance Default, except that, prior to the occurrence
and continuance of any Control Termination Event and other than in the case of any Excluded Loan, the Directing Certificateholder’s
consent (or deemed consent) shall be required in accordance with the terms of this Agreement for any such determination; (xii) approve
or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification
of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead
of defeasance if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii)
any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the loan documents allow without
the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents where no mortgagee discretion
is necessary in order to determine if such conditions are satisfied; and (xiv) grant or agree to any other waiver, modification,
amendment and/or consent


 






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that
does not constitute a Major Decision; provided that (w) any such action would not in any way affect a payment term
of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to
fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust
to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action
would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall
be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer, in order to grant or withhold such consent; provided, further, that in the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder shall be entitled to consult with the Master Servicer on a non-binding basis (provided
that if the Directing Certificateholder fails to respond to a request for consultation within 10 Business Days after receipt of
such request for consultation (together with all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer, in order to so consult) from the Master Servicer, the Master Servicer shall have no further
obligation to consult with the Directing Certificateholder with respect to such Master Servicer Decision, provided, however,
that the failure of the Directing Certificateholder to respond will not relieve the Master Servicer from its obligation to consult
with the Directing Certificateholder on any future matters). The foregoing is intended to be an itemization of actions the Master
Servicer may take without having to obtain the approval of any other party and is not intended to limit the responsibilities of
the Master Servicer hereunder.


 


(n)      
  Neither the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless
the documents evidencing such modification provide that all payments on the junior or “B” portion of such AB Modified
Loan (including interest, principal and other amounts) shall only be payable after the point in time at which all interest and
principal on the senior or “A” portion of such AB Modified Loan shall have been paid in full and such senior or “A”
portion shall no longer be outstanding; provided, however, that interest and other amounts in respect of such junior
or “B” portion may accrue prior to such point in time.


 


Section
3.19     Transfer of Servicing Between the Master Servicer and the Special
Servicer; Recordkeeping; Asset Status Report. (a)  Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer
or the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer or the Special Servicer, as the
case may be, the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall
deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File,


 






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exclusive
of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the
Special Servicer with all documents and records (including records stored electronically on computer tapes, magnetic discs and
the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer
Event (or, in the case of clauses (viii) or (ix) of the definition of “Servicing Transfer Event”, within five
(5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer
makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and,
if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan
and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Operating Advisor, and ((i) prior to the occurrence and continuance of a Consultation Termination Event or (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section
3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver
to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer
pursuant to this Section 3.19.


 


Notwithstanding
the foregoing, if, during the time the Special Servicer is processing a COVID Modification a separate Servicing Transfer Event
occurs that would have been addressed by the COVID Modification in process (including, but not limited to, up to a 60 day delinquency
in payment under a Mortgage Loan), subject to the Servicing Standard, the Special Servicer shall either (i) complete the COVID
Modification or (ii) designate the loan as a Specially Serviced Loan as determined by the Special Servicer in accordance with
the Servicing Standard.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment
of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan
and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and
((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master
Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


 






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(b)         In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)         Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)         No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property to (i) the Master Servicer, (ii) the Directing Certificateholder
(but only in respect of any Mortgage Loan other than (A) any Excluded Loan or (B) any Serviced AB Whole Loan prior to
the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination
Event), (iii) the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, (iv) with respect to
any related Serviced Pari Passu Companion Loan, to the related Companion Holder or, to the extent the related Serviced Pari Passu
Companion Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the
related Serviced Pari Passu Companion Loan has been sold or, if such related Serviced Pari Passu Companion Loan has not been included
in a securitization transaction, to the holders of the related Serviced Pari Passu Companion Loan; (v) the Operating Advisor
(but, other than with respect to an Excluded Loan, only after the occurrence and during the continuance of an Operating Advisor
Consultation Event), (vi) with respect to a Serviced AB Whole Loan, to the extent the related AB Subordinate Companion Loan
is not subject to an AB Control Appraisal Period, the holder of the AB Subordinate Companion Loan and (vii) the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)); the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator
and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. Subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such
Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final
Asset Status Reports) are necessary to reflect the then-current circumstances and recommendation as to how the Specially Serviced
Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard, the Special Servicer
shall prepare one or more additional Asset Status Reports with respect to such Specially Serviced Loan (each such report a “Subsequent
Asset Status Report”). For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available
to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status


 






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Report
to the Certificate Administrator. Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset
Status Report from the Master Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably
determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing
pursuant to the Servicing Transfer Event:


 


(i)          a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)         a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been
retained;


 


(iii)        the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


 


(iv)        (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the
Special Servicer in connection with the proposed or taken actions;


 


(v)         the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)         the
Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any


 






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adjustments
to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and


 


(x)         such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such
Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that
the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is
not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan), the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action
that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the
Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special
Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval,
to the Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination
Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and during the continuance of a Consultation
Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating
Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control
Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d)
until the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of
a AB Control Appraisal Period and to the extent required by the terms of the related Intercreditor Agreement, the holder of the
related Subordinate Companion Loan) shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the
Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related
Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan);
provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the Special Servicer shall follow the direction of the Directing
Certificateholder provided, such direction would be consistent with the Servicing Standard; provided, however, that
if the Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special
Servicer may act upon the most recently submitted form of Asset Status Report; and provided, however, that such
Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant
to Section 6.08. The procedures described in this paragraph are collectively referred to herein as the “Directing
Certificateholder Approval


 






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Process”.
Prior to the occurrence of an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status
Report to the Operating Advisor following the conclusion of the Directing Certificateholder Approval Process.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section
3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law
or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the
Master Servicer’s responsibilities under this Agreement.


 


If
an Operating Advisor Consultation Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both
an Operating Advisor Consultation Event has occurred and is continuing and a Control Appraisal Period is in effect), the Special
Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating
Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder). Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the
Operating Advisor’s review of a Final Asset Status Report shall only provide background information to support the Operating
Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor
shall not provide comments to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer
in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such
Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related
thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest
of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective
whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating
Advisor (and if no Consultation


 






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Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder)
in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer may revise the Asset
Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


 


Promptly
upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating
Advisor or the Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable (but is under
no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver
to the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report
is issued) or provide notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable. The
procedures described in this and the immediately preceding paragraph are collectively referred to as the “ASR Consultation
Process”.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan),
the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section 3.19. 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 Directing Certificateholder (except with respect to any Excluded Loan) and, after the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer and
propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence and
continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with
the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the
Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input
and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above,
but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report,


 






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and
the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)         (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing Transfer
Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable
promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating
to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


 


(ii)         After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to the Directing
Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver
such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most
recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at
any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole
(taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the
Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for


 






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posting
on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special
Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of
each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status
Report related to any Serviced AB Whole Loan which is not subject to an AB Control Appraisal Period, which Final Asset Status
Report has been approved or deemed approved by the holder of the Serviced AB Whole Loan Controlling Holder in accordance with
the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and
deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the
Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)         No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a)  The Master Servicer
and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all
of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is
consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions
of this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason
no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee
or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption,
obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances
described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable
(other than the Master Servicer or Special Servicer that enters into such Sub-Servicing Agreement), any successor master servicer
or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties
under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without
penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its
designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is provided in
such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied
out of assets of the Trust except through the Master Servicer or the Special Servicer, as the case may be, if and only to the
extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless
and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage
Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the


 






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consent
of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in accordance with Section
6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is
a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement
is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or
to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform
in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is a
party to; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer
(other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of the Third Party Purchaser if such
Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). Any successor master servicer or successor special servicer, as
applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case may be (subject
to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide
that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the
time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may
provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect
to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred
and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution
and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by
any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to
satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master
Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the
same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master
Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall


 






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be
deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or the Special
Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may be, the Trustee and the
Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,
except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)         Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)         As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer engaged by the Master Servicer to comply with the
requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer
or Special Servicer, as applicable, shall, subject to the terms of the related Sub-Servicing Agreement, have the right to remove
a Sub-Servicer retained by it at any time it considers removal to be in the best interests of the Certificateholders.


 


(d)         In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)         Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 






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(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)         Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)         With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan as to the Directing Certificateholder, prior to the occurrence and continuance of any Control Termination Event,
the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable
regulatory requirements.


 


(j)          None
of the Master Servicer or any Additional Servicer shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk
Retention Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2).
Notwithstanding the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon
a representation of any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. Notwithstanding
the two preceding sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention
Affiliate of the Third Party Purchaser as of the Closing Date. If at any time the Master Servicer obtains actual knowledge that
a Sub-Servicer it has entered into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and is
a Risk Retention Affiliate of the Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with
the related Sub-Servicing Agreement.


 






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Section
3.21          Interest Reserve Account. (a)  (i) On the P&I
Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless
the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage
Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal
Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the P&I Advance
Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof;
and (ii) on the Closing Date, the Depositor shall remit to the Certificate Administrator, and the Certificate Administrator shall
deposit into the Interest Reserve Account the Interest Deposit Amount (all amounts so deposited in any consecutive February and
January, “Withheld Amounts”).


 


(b)         On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22          Directing Certificateholder and Operating Advisor Contact with Master
Servicer and Special Servicer. Within a reasonable time upon request from the Directing Certificateholder or the Operating
Advisor, as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall,
without charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the
Directing Certificateholder ((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) and (b) upon the occurrence and during the continuance of any Operating Advisor Consultation
Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage
Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.23          Controlling Class Certificateholders, Directing Certificateholder;
Certain Rights and Powers of Directing Certificateholder. (a)  Each Controlling Class Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
(other than the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when
such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute
and deliver a certification to all parties to this


 






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Agreement
substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing
Certificateholder (other than any Loan-Specific Directing Certificateholder), any successor directing certificateholder shall
also deliver a certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)         Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that
(i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives
written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated
and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the
Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new
Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the
Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.
The foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.


 


(c)         Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)         In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder 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, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


With
respect to any matter for which the consent or consultation of the Directing Certificateholder is required, to the extent no specific
time period for deemed consent or deemed


 






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waiver
of consultation rights is expressly stated in this Agreement, in the event no response from the Directing Certificateholder is
received within ten (10) Business Days following the written request for input or any required consent or consultation, the Directing
Certificateholder shall be deemed to have consented or approved on the specific matter; provided, however, that
the failure of the Directing Certificateholder to respond shall not affect any future matters with respect to the applicable Mortgage
Loan or any other Mortgage Loan.


 


(e)         Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, KKR Real Estate Credit Opportunity Partners
II L.P. shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder) and shall remain
so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)          If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)         Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class (or in the case of a Loan-Specific Directing Certificateholder, has no liabilities or duties to the Controlling Class or
the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests of
the Holders of one or more Classes including the Controlling Class or itself over the interests of the Holders of one or more
other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to
a Controlling Class Certificateholder; provided that a Loan-Specific Directing Certificateholder shall have no such liability)
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


(h)         All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion


 






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Holder
with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any
information required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder and any Serviced AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)         The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or
(iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination
Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate
Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a)) to less than 25% of the Original Certificate Balance thereof, such special
notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E-RR
Certificates to less than 25% of the Original Certificate Balance thereof”.


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because


 






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no
Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25%
of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In
the event that an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance
of the HRR Certificates to 25% or below of their aggregate Original Certificate Balance, taking into account the application of
any Cumulative Appraisal Reduction Amounts, such special notice shall state: “An Operating Advisor Consultation Event has
occurred because the aggregate Certificate Balance of the HRR Certificates to 25% or below of their aggregate Original Certificate
Balance.”


 


With
respect to any Mortgage Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class
Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control
Termination Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24          Intercreditor Agreements. (a)  Each of the Master
Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each
Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees
to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor
Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses
in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in
this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and
Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees
that any Serviced Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the
related Serviced Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)         Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or


 






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direction
the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall
any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or
the Special Servicer for its own account without reimbursement.


 


(c)         No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of
this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)         With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced
Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.
In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)         Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis,
to the extent having received such notices, information and reports, such related Companion Holder requests consultation with
respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that
after


 






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the
expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion
Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the
Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case
such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding
sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the
expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with
respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event
shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion
Holder.


 


(f)          Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of 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, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)         With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)         To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


(i)          With
respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have to consult
with respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its representative
or is exercisable in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder shall not
be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special Servicer
shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its representative with
respect to any matters with respect to the servicing of the related AB Subordinate Companion Loan to the extent required under
the related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Subordinate
Companion Holder or its representative without such consent or consultation (or deemed consent or consultation). In addition,
notwithstanding anything to the contrary, the Master


 






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Servicer
or Special Servicer, as applicable, shall deliver information, reports and notices to the Subordinate Companion Holder or its
representative as and to the extent required under the related Intercreditor Agreement; provided that if such
Subordinate Companion Holder is a Borrower Party with respect to the related Mortgage Loan, then such Subordinate Companion Holder
shall not be entitled to receive any information that would constitute Excluded Information if such AB Whole Loan were an Excluded
Controlling Class Loan. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole
Loan Controlling Holder will have the right to exercise the rights of the Directing Certificateholder under this Agreement to
the extent provided for in, and subject to the terms of, the related Intercreditor Agreement.


 


Section
3.25           Rating Agency Confirmation. (a)  Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan
documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has
made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating
Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied
to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication
and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received
the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which
may be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement
as a “RAC No-Response Scenario”. Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request
in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition
in any Mortgage Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement
relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain
a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency
and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special
Servicer, as the case may be, confirms its original determination (made prior to making such request) that taking the action with
respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with
respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such
requirement did not exist) if (i) the replacement master servicer or special servicer has been appointed and currently serves
as a master servicer or a special servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated
by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect
to such replacement master servicer or special servicer as the sole


 






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or
a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced
by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s is the
non-responding Rating Agency, (ii) the replacement master servicer or special servicer is rated at least “CMS3” (in
the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating
Agency or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special
servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization
transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the
non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)         Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency
Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)         For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26          The Operating Advisor. (a)  The Operating Advisor
shall review (i) the actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section
3.08(a), Section 3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26
and Section 6.08) and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions
of the Special Servicer with respect to Major Decisions relating to


 






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any
Mortgage Loan, (ii) all reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate
Administrator’s Website and that are relevant to the Operating Advisor’s obligations hereunder and (iii) each
Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and (iv) each
Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its
duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor shall have no obligation
or responsibility at any time to review the actions of the Master Servicer for compliance with the Servicing Standard, and the
Operating Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual
Report.


 


(b)         The
Operating Advisor and its Affiliates shall keep confidential any information appropriately labeled as “Privileged Information”
received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise
of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset
Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.
Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it
shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying
with its duties and obligations hereunder.


 


(c)         (i) Based
on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance of an Operating
Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or
deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (iii) after
the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting
Package provided to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior
calendar year or if an Operating Advisor Consultation Event occurred during the prior calendar year) deliver to the Certificate
Administrator and the 17g-5 Information Provider within one hundred twenty (120) days of the end of the prior calendar year, an
annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which
form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such
form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its
performance of its duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance
of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans) during the prior
calendar year on an “asset-level basis” and identifying (1) which, if any, standards with which the Operating Advisor
believes, in its sole discretion exercised in


 






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good
faith, the Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s obligations
hereunder with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect
to any REO Property related to any Non-Serviced Mortgage Loan); provided, further, however, that in the event
the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting
as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating
Advisor Annual Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor
Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special
Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances
of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s obligations under this Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial. Subject to the restrictions
in this Agreement, including, without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under
this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer
is responsible for servicing under this Agreement (other than with respect to any REO Property related to any Non-Serviced Mortgage
Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions). In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required
to provide or obtain a legal opinion, legal review or legal conclusion. Such Operating Advisor Annual Report shall be delivered
to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating
Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special
Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “asset-level
basis” refers to the Special Servicer’s performance of its duties with respect to the resolution and liquidation of
Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect
to Major Decisions on Non-Specially Serviced Loans), taking into account the Special Servicer’s specific duties under this
Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable
consideration by the Operating Advisor of any assessment of compliance report, attestation report, Major Decision Reporting Package,
Asset Status Report (during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and any other
information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


(ii)         In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating


 






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Advisor
or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)         [RESERVED].


 


(e)         (i) With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has been
finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special
Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts calculated by the Special Servicer, (ii) Cumulative
Appraisal Reduction Amounts calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated by the Special
Servicer or (iv) net present value in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special
Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy
of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no
later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no
later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and review for accuracy and consistency with this Agreement the mathematical calculations and the corresponding application of
the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)         In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as calculated
by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required
to be utilized for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve
any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations.
The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special
Servicer necessary for the calculation of the Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession
or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are not able to resolve
such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly
notify the Certificate Administrator of such disagreement and the Certificate Administrator shall


 






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examine
the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation
is to apply and shall provide such parties prompt written notice of its determination.


 


(f)          Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting
Package relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information delivered
to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor),
and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications,
consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances,
property management changes, releases from escrow, assumptions and other similar actions that the Special Servicer may perform
under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with
respect to the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction Amount calculations as
required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness
of Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value and Cumulative Appraisal Reduction Amount calculation.


 


(g)         The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement
with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception
or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard
of the Special Servicer’s obligations under this Agreement (i) in the Operating Advisor Annual Report or (ii) in connection
with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives Privileged
Information 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, unless a Control Termination
Event has occurred and is continuing, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan or any Excluded Loan) other than pursuant to a Privileged Information Exception. In addition and for the avoidance
of doubt, while the Operating Advisor may serve in a similar capacity with respect to Other Securitizations that involve the same
parties or borrower involved in this securitization, the knowledge of the employees performing operating advisor functions for
such Other Securitizations shall not be imputed to the employees of the Operating Advisor involved in this securitization. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating
Advisor.


  






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(h)         [RESERVED].


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding any related Companion Loan) and each REO Loan. As to each Mortgage
Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be
computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner
as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed
to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or Section 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result
of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision that are consistent with the efforts in accordance with the Servicing Standard that the Master
Servicer or the Special Servicer, as applicable, would use to collect any borrower-paid fees not specified in the Mortgage Loan
documents owed to it, and, only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special
Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor
if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master
Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)          After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable)


 






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requesting
a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided
that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders
to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders
and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice
to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard.
Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account
the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such
Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately terminate all of the rights and obligations
of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights (arising out of events occurring prior to such
termination)) by prior written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.


 


(k)         After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor,
the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing), any Companion Loan
holder and the Certificateholders.


 


(l)          The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the
occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the


 






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Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)        Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request
for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)         The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. If no successor operating advisor has been appointed and has accepted such appointment
within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation,
the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor
that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)         [RESERVED].


 


(p)         In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)         The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty or liability to any particular
Class of Certificates or particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute
an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended or a broker or dealer
within the meaning of the Exchange Act.


 






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(r)         Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the
Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its
personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


(s)         The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


(t)          The
Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses (c),
(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or Subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or Subcontractor may (i) be affiliated with a Sponsor, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or Subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or Subcontractor
providing for indemnification of the Operating Advisor by such agent or Subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)         With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such
duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


 






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Section
3.27     Companion Paying Agent. (a)  With respect to each
of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)         No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)         In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)         This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28     Serviced Companion Noteholder Register. The Companion Paying
Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced
Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders
from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial
Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation
to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 






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Section
3.29     Certain Matters Relating to the Whole Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the
Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)         If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)         In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)         In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)         With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)         With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate


 






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with
the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such
Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event
excluding any documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)         With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer receives any written communication from
the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer Decision”
pursuant to clause (x) of the definition of such term, then the Master Servicer or Special Servicer, as applicable, shall forward
such communication to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding such
communication). The Master Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be, in effecting any related action by the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)          During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari
Passu Companion Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan
File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the
CREFC® Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined
in the related Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a
CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a
CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC®
Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan
Periodic Update File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance
Date, the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under
the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. In no event
shall any report described in this subsection be required to reflect information that has not been collected by or delivered to
the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered
in


 






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electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports
required to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the
extent related to such Serviced Pari Passu Companion Loan.


 


(j)          On
a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File
(other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA
and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing
Shift Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master
Servicer identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


 


(k)         Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


(l)          With
respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified
in clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


Section
3.30           [RESERVED].


 


Section
3.31           Resignation upon Prohibited Risk Retention Affiliation. 


 


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 a Risk
Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (other than the Operating Advisor and Asset
Representations


 






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Reviewer)
(such 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 3.26, Section 6.05, Section
7.03, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall
bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in
connection with such resignation as and to the extent required under this Agreement, provided, however, that if the affiliation
causing an Impermissible Risk Retention Affiliate is the result of 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.


 


The
provisions of the foregoing paragraph will not apply if the Depositor has determined, following a modification, waiver or amendment
to, or repeal of, the Risk Retention Rules, that the foregoing affiliations are not prohibited. The Depositor shall provide written
notice of such determination to the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Asset Representations Reviewer, provided however, the Depositor shall have no obligation to monitor the Risk Retention
Rules to determine if a modification, waiver, amendment or repeal has occurred.


 


Section
3.32           [RESERVED].


 


Section
3.33          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 cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website on account of it constituting Excluded Information,
such


 






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Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a) and Section
4.02(f) of this Agreement, and each of the Master Servicer and Special Servicer may require and rely on such certification
and other reasonably requested information prior to releasing any such information.


 


Section
3.34     Certain Matters with Respect to Joint Mortgage Loans.


 


(a)         If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to
the Depositor, the provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l),
of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant
to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.34 with respect
to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such
Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage
Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage Notes related to such
Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.34, Section 13.01(l) and
Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall
not be a collective reference to such promissory notes.


 


(b)         Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain title
to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)          All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related
Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note
shall be collected as provided in this


 






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Agreement
by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on
its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Payments or any other amounts
received with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage
Loan Seller and remitted (net of its pro rata share of amounts payable at the Administrative Cost Rate and any other amounts due
to the Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master
Servicer on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited
and applied in accordance with this Agreement, subject to Section 3.34(b)(ii). If any Joint Mortgage Loan to which this
Section 3.34 applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage
Loan shall be collected and shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based
on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Any Appraisal Reduction Amounts
calculated with respect to any Joint Mortgage Loan subject to this Section 3.34 shall be allocated to each related Mortgage
Note, pro rata based upon the respective unpaid principal balances thereof.


 


(ii)         If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from
the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts
received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)        A
Joint Mortgage Loan to which this Section 3.34 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the
Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan
(and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and
administered under the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced
Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan),
and (C) the related Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be
permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating
advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall
be exercised by the Master Servicer or the Special


 






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Servicer,
as applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller
in accordance with this Agreement.


 


(iv)        The
related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the
applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory
notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer,
the Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each
such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased
Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with
respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required
to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(v)         Notwithstanding
any of the foregoing to the contrary, with respect to each Joint Mortgage Loan, the terms of the related Intercreditor Agreement
shall continue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased Note.


 


(c)         If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller
in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout
Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.


 


(d)         If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable
Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master
Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage
Loan to which this Section 3.34 applies must be returned to the related Mortgagor or paid to any other person or entity
pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall
not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage
Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this Agreement)
any portion thereof that the Master Servicer shall


 






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have
distributed to such Repurchasing Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer
may pay to the related Mortgagor or such other person or entity with respect thereto.


 


(e)         Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or
any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.34,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


 


(f)          In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
3.34 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the
same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


 


(g)         If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not
limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 






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(h)         Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the
related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)          The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller
as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related
to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the
Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable
Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer
or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any
action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action
with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any
state.


 


(j)          Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01          Distributions. (a)  Distributions of Available
Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular


 






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Interests,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B and Class X-D Certificates,
pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up
to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates;


 


(ii)         second,
to the 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 Certificate
Balances thereof: (I) prior to the Cross-Over Date: (1) first, to the Holders of the Class A-SB Certificates, up to
an amount equal to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the
Class A-1 Certificates, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in sub-clause (1) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates up
to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in
sub-clauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the
Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates
has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has
been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4) and (5) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been reduced
to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, up to an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4), (5) and (6) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced
to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class
A-SB Certificates, pro rata (based on their respective Certificate Balances) up to an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, and Class A-SB Certificates is reduced to zero, without regard to the Class A-SB Planned Principal Balance;


 






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(iii)        third,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, first up to an amount
equal to, and pro rata (based upon the aggregate unreimbursed Realized Losses previously allocated to each such Class)
with, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then up to an amount equal to all accrued
and unpaid interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(iv)        fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(v)         fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(viii)      eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)         ninth,
to the Holders of the Class B Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(x)          tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 






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(xi)    
    eleventh, after the Certificate Balances of the Class A and Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A and Class
B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced
to zero;


 


(xii)        twelfth,
to the Holders of the Class C Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(xiii) 
     thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount in respect of such Class of Certificates;


 


(xiv)  
    fourteenth, after the Certificate Balances of the Class A, Class B and Class C Certificates have
been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A,
Class B and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates
has been reduced to zero;


 


(xv)       fifteenth,
to the Holders of the Class D Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(xvi)      sixteenth,
to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates;


 


(xvii)     seventeenth,
after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates have been reduced to zero, to the Holders
of the Class E-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced to
zero;


 


(xviii)    eighteenth,
to the Holders of the Class E-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses
previously allocated to such Class, up to an amount equal to all accrued and unpaid then interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such
Realized Loss is reimbursed;


 






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(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
in respect of such Class of Certificates;


 


(xx)        twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E-RR Certificates have been reduced to
zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class B,
Class C, Class D and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class F-RR Certificates has been reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(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
in respect of such Class of Certificates;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR and Class F-RR Certificates have been
reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A,
Class B, Class C, Class D, Class E-RR and Class F-RR Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)     twenty-fourth,
to the Holders of the Class G-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(xxv)      twenty-fifth,
to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xxvi)     twenty-sixth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates
have been reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of
the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-RR Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 






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(xxvii)    twenty-seventh,
to the Holders of the Class H-RR Certificates, first up to an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed;


 


(xxviii)   twenty-eighth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates;


 


(xxix)     twenty-ninth,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR
Certificates have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class J-RR Certificates has been reduced to zero;


 


(xxx)      thirtieth,
to the Holders of the Class J-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss
is reimbursed;


 


(xxxi)     thirty-first,
to the Holders of the Class K-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates;


 


(xxxii)    thirty-second,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR
and Class J-RR Certificates have been reduced to zero, to the Holders of the Class K-RR Certificates, in reduction of the
Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and
Class J-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class K-RR Certificates
has been reduced to zero;


 


(xxxiii)   thirty-third,
to the Holders of the Class K-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Realized
Loss is reimbursed; and


 


(xxxiv)   thirty-fourth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 






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If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)         [RESERVED].


 


(c)         On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), Section 4.01(g)
and Section 4.01(k) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in
the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class LASB Uncertificated Interests, the Class X-A Certificates,
(ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the Class X-B Certificates and (iii) in the
case of the Class LD Uncertified Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal
to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a Notional
Amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided
in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier
Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount
to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(a) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(f) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only


 






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to
the extent of the Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)         So
long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any
further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided
herein) and other amounts provided for in this Section 4.01.


 


(e)         
[RESERVED].


 


(f)          On
each Distribution Date, the Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage Loans
during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable therefrom, shall be distributable
as follows: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C and Class D Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related
Base Interest Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount
of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount
of principal distributed to all Principal Balance Certificates for that Distribution Date, (ii) to the Class X-A Certificates,
the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction,
the numerator of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-SB Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to all Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or
Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates as described
above, (iii) to the Class X-B Certificates, the excess, if any, of (A) the product of a fraction, the numerator of which
is equal to the amount of principal distributed to the Class A-S, Class B and Class C Certificates for that Distribution Date,
and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution
Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S, Class B and Class
C Certificates as described above and (iv) to the Class X-D Certificates, any remaining portion of such Yield Maintenance Charge
or Prepayment Premium not distributed as described above.


 


For
purposes of the first paragraph of this Section 4.01(f), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the
Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances
shall the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the
Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall equal zero; and (c) if the applicable Discount Rate is greater than or equal
to the Mortgage Rate on such Mortgage


 






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Loan
and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall
be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount
rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount
rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment
(or deemed prepayment)) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating
the related Maturity Date (in the case of a Mortgage Loan or REO Loan that is not, or is not related to, an ARD Loan) or the related
Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is, or is related to, an ARD Loan), such interpolated
treasury yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published,
the Certificate Administrator shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant
maturities.


 


(i)          
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class E-RR, Class F-RR, Class G-RR,
Class H-RR, Class J-RR, Class K-RR, Class S or Class R Certificates.


 


(ii)   
      All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this
Section 4.01(f) shall be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular
Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(g)   
      [RESERVED].


 


(h)
         On each Distribution Date, the Certificate Administrator shall withdraw
amounts from the Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute
such amounts to reimburse the Holders of the Certificates (in order of distribution priority) (first deeming such amounts to be
distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any, previously
deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date pursuant to Section
4.01(a). Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates
receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied
to offset future Realized Losses with respect to the Principal


 






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Balance
Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed on
the final Distribution Date to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest.


 


(i)    
      All distributions made with respect to each Class of Certificates on each Distribution Date
shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.
Except as otherwise specifically provided in Sections 4.01(j), Section 4.01(k) and 9.01, all such distributions
with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record
at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Certificate Administrator with wiring instructions no less than five (5) Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates),
or otherwise by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each
Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate)
shall be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(j)      
    Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that
the final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement
of any amount of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date,
the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)  
         the Certificate Administrator expects that the final distribution with respect to such
Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at
the offices of the Certificate Registrar or such other location therein specified; and


 


(ii)     
    no interest shall accrue on such Certificates from and after such Distribution Date.


 






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Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(j) shall not have been surrendered for cancellation within six (6) months
after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning
the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(j).


 


(k)
         Distributions in reimbursement of Realized Losses previously allocated to
the Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d),
as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class
on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated
to a Class of Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such
Class upon retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last
address. The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced
by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof
shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall
attempt to contact such prior Holder in the manner contemplated by Section 4.01(j) as if such Holder had failed to
surrender its Certificates.


 


(l)           On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed to the Holders of the Class S Certificates. Excess Interest will not be available to pay any other amounts except
for distributions set forth in the prior sentence.


 


(m)         On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments


 






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from
the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           to
pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer
in the Companion Distribution Account not required to be deposited therein;


 


(ii)          to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent that any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02     Distribution Date Statements; CREFC® Investor Reporting
Packages; Grant of Power of Attorney. (a)  On each Distribution Date, the Certificate Administrator shall make available
pursuant to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially
in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator
in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the
distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall include:


 






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(i)           the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)         the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          the
aggregate amount of unscheduled payments received;


 


(vi)         the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)        the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60 days
to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not
an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)    
    the Available Funds for such Distribution Date;


 


(x)           the
Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall, for
such Distribution Date allocated to such Class of Certificates;


 


(xi)    
     the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates
allocable to Prepayment Premiums and Yield Maintenance Charges;


 



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(xii)       
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


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


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates, as applicable, to date;


 


(xv)        the
Certificate Factor for each Class of Certificates (other than the Class R or Class S Certificates) immediately following such
Distribution Date;


 


(xvi)       the
amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      the
current Controlling Class;


 


(xviii)     the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c), Section 4.01(d) and Section 4.01(g);


 


(xxiii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


 






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(xxiv)     
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)      
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)       the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)    the
amount of any Excess Interest actually received.


 






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In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and (xxxiv) above,
the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive
Certificate.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website or filing such information
pursuant to this Agreement, including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has
an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i)
and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to
the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


(b)          [RESERVED].


 


(c)          Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the Master Servicer’s Internet website or Special
Servicer’s Internet website (if any), the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. Neither the Master


 






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Servicer
nor the Special Servicer, as the case may be, shall be liable for dissemination of this information in accordance with this Agreement,
and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made
available pursuant to Section 3.13 and Section 4.02(a), other than information produced by the Master Servicer or
the Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with
respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report
provided pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required
to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any Person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 






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(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Loan identified to the Master Servicer’s (in the case
of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is in
the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder 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 Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Loan) relating to any Excluded Controlling Class Loan with respect to which the
Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or the 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 the Special Servicer, generally
to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded
Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively
rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing
Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form
of Exhibit P-1B that such Directing Certificateholder or a Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced
in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
Servicer Loan(s).


 


Section
4.03     P&I Advances. (a)  On or before 4:00 p.m., New
York City time, on each P&I Advance Date, the Master Servicer shall either (i) remit to the Certificate Administrator
for deposit from its own funds into the  Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of
P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date or (ii) apply
amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any
such obligation to make P&I Advances with respect to the Mortgage Loans, or (iii) make P&I Advances in the form of
any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection
Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be appropriately
reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection


 






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Account
on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify
the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such Distribution
Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required
P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant
to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured
such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York
City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder,
the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related
P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual
Property Royalty License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit
into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If
the Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide
to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within
two (2) Business Days of making such P&I Advance.


 


(b)          Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (excluding
any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the close
of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the
Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the
P&I Advance Date (including any REO Loan (excluding any portion of an REO Loan related to any Companion Loan) as to which
the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c)
below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan
(including any Non-Serviced Mortgage Loan) or REO Loan (excluding any portion of an REO Loan related to any Companion Loan), shall
continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition
of the REO


 






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Property,
as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion
Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master Servicer, the Special
Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan
is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect
to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee, as the
case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If
the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a 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 Other 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 Other Servicer, as the case may be, that an Other
Servicer or the Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect
to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar
to a P&I Advance would be, or any outstanding advance under such Other Pooling and 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 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 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
Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with
the related Other 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.


 


With
respect to each Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or


 






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the
Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced 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 Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with respect to
a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance,
then the Master Servicer, 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 Non-Serviced Mortgage Loan will be a Nonrecoverable P&I
Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case
may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to
Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in
the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect
to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or,
in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related
Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount), then in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to
equal the product


 






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of
(x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this Section 4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to
the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction
Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage
Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to
such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for
a Mortgage Loan that is a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


Section
4.04     Allocation of Realized Losses. (a)  On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator
shall calculate the Realized Loss for such Distribution Date. Any allocation of Realized Losses to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class
of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans)
and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage
Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i)
the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Principal Balance Certificates
that previously were allocated Realized Losses in sequential order according to the priority of payments for the Principal Balance
Certificates (and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according
to the amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of (A) the unallocated portion of
such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates;
and (ii) the Interest Shortfall with respect to each affected class of Certificates for the next Distribution Date shall be increased
by the amount of interest that would have accrued through the then-current Distribution Date if the restored write-down for the
reimbursed class of Principal Balance Certificates had never been written down. If the Certificate Balance of any Class of Principal
Balance Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of Principal Balance Certificates
shall be decreased by such amount.


 


(b)          On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write-off shall be allocated first, to the Class K-RR Certificates, second, to the Class J-RR Certificates,
third, to the Class H-RR Certificates, fourth, to the Class G-RR Certificates, fifth, to the Class F-RR Certificates,
sixth, to the Class E-RR Certificates, seventh, to the Class D Certificates, eighth, to the Class C
Certificates, ninth, to the Class B Certificates, tenth, to the Class


 






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A-S
Certificates and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of
Certificates have been reduced to zero.


 


(c)          With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of
the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts.
(a)  The Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced Whole Loan, to the
extent allocated to the related Mortgage Loan) shall be allocated to each Class of Principal Balance Certificates in reverse sequential
order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero
(i.e., first, to the Class K-RR Certificates, second, to the Class J-RR Certificates, third,
to the Class H-RR Certificates, fourth, to the Class G-RR Certificates, fifth, to the Class F-RR Certificates, sixth,
to the Class E-RR Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates,
ninth, to the Class B Certificates, tenth, to the Class A-S Certificates, and finally, pro rata based
on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B and Class X-D Certificates).


 


As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the
Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan and all other information
in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request
from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal
with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master 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 Master Servicer of the appraisal and any other information set forth in the immediately preceding clause
(i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect
to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount determination.
Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. None of the Master Servicer (with respect
to Mortgage Loans other than Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


With
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining
(i) the Voting Rights of the related Classes


 






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for
purposes of removal of the Special Servicer or the Operating Advisor or (ii) the Controlling Class or the occurrence and
continuance of a Control Termination Event or an Operating Advisor Consultation Event, the appraised value of the related Mortgaged
Property shall be determined on an “as is” basis.


 


The
Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case
of a Non-Serviced Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master
Servicer shall notify the Certificate Administrator), of the amount of any Appraisal Reduction Amount (which notification from
the Master Servicer to the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer)
any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan,
if any (which notification shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount
and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package or such other report or reports mutually agreed upon between the Master Servicer
and the Certificate Administrator (which shall be delivered by the Master Servicer simultaneously with the CREFC®
Loan Periodic Update File in accordance with Section 3.12(d)) and the Certificate Administrator shall promptly post notice
of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable,
to the Certificate Administrator’s Website. Based on information in its possession, the Certificate Administrator shall
determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change
in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating
Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder and the identity
of the Controlling Class as set forth in Section 3.23(l) (the cost of obtaining such information from the Depository being
an expense of the Trust).


 


(b)          (i) The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right and, with respect
to a Serviced Whole Loan, the Other Servicers shall have the right upon the request of similarly situated holders of certificates
in the related Other Securitization, at their sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced
Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with
respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). With respect to any such Mortgage
Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use commercially reasonable efforts
to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’
written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser
may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special
Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage Loan, the Master Servicer


 






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shall
use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward
such second appraisal to the Special Servicer.


 


(ii)          Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral Deficiency Amounts
on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced
Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any
direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer or the Master Servicer of any request to
obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special
Servicer, the Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Class of Control Eligible Certificates, if any.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes
taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed,
notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would
be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with
respect


 






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to
any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information requested by the Special Servicer from the Master
Servicer that is in the possession of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount,
the Special Servicer shall determine or redetermine and calculate or recalculate, as applicable, and report to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the
amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient
information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its
obligations hereunder. Following the Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal
Reduction Amounts, the Master Servicer shall provide such information to the Certificate Administrator in the form of the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Template provided to it by the Special Servicer
or such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator. Such report
shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such
Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion
Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special
Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal
Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence
and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall
consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with
an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect
to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the
extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in
calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation. For the avoidance of doubt, none of the Master
Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Appraisal Reduction Amount.


 






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The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor; provided
that the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation
to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the
Special Servicer’s reasonable request.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata between the related
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount that would impact any Serviced
Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related
Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06     Grantor Trust Reporting. (a)  The parties intend
that the portions of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust
shall be conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of
the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither
the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class S Certificates
in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared,
submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator)
and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or
cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the
Class S Certificates, the Excess Interest and Excess Interest Distribution Account, in the time or times and in the manner required
by the Code.


 






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(b)          Unless
the Certificate Administrator is notified in writing by the Depositor, the Grantor Trust shall not be treated as a WHFIT. If the
Certificate Administrator is instructed to treat the Grantor Trust as a WHFIT, then the Certificate Administrator shall report
as required under the WHFIT Regulations 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 shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


(c)          The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)          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 being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class S Certificate, by acceptance of its interest in such Class of Certificates, 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 a Class S Certificate, 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.


 


(e)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class S Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator shall use a reasonable identifier number in lieu of
a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section
4.07     Investor Q&A Forum; Investor Registry; and Rating Agency Q&A
Forum and Document Request Tool. (a)  The Certificate Administrator shall make available, only to Privileged Persons,
the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions
to (A) the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special
Servicer, as the case may be, relating to the reports being made available pursuant to Section 3.13(b) and Section 3.13(e),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor


 






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Annual
Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor
Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged
Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of
an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and
in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced
Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person (in the case
of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered
to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of
such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the
Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the Inquiry
would or is reasonably expected to result in a waiver of an attorney-client privilege or disclosure of attorney work product or
(vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry
and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the
Directing Certificateholder 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


 






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Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates
will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from
the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements,
or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared by such
parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the


 






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forum
to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an
inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or
any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating
Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond
the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under
this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a)  The Certificate Administrator
shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File
Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy
of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon
receipt thereof,


 






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the
Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data
Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer
and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review
Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto
(which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt,
the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other
than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor,
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 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.


 



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[End of Article IV]


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-3, 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 by their execution thereof. The Class X-A and
Class X-B Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000
and in integral multiples of $1.00 in excess thereof. The Class X-D Certificates shall be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $100,000 and in integral multiples of $1.00 in excess thereof. The Registered
Certificates (other than the Class X-A and Class X-B Certificates) shall be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-D, Class S and Class R Certificates) shall be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class of Certificates does not equal an integral multiple of $1.00, then
a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class S Certificates shall be issued, maintained and transferred in minimum Percentage Interests of 1% of such Class S Certificates
and in multiples of 0.01% in excess thereof. 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.


 


(b)           One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a Transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to



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the Third Party Purchaser) is to be made in reliance
upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d)
shall apply.


 


(a)           Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary Book-Entry Certificate in
definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf
of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust
office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the
account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest
in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the
procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or
Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class
is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation
S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate
Registrar, as custodian for the Depository, as hereinafter provided;


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association
is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication
and delivery of the Certificates in connection with Transfers and exchanges as herein provided. If Computershare Trust Company,
National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)           Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates during the Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A
Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian
for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance
of a Rule 144A Book-Entry


 



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Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)           Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class S Certificates
shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued in the form of Definitive
Certificates at all times during the Transfer Restriction Period.


 


(d)           Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates
of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and
upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for
re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing,
in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer
restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such
Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect
of a Class of Book-Entry Certificates, beneficial Ownership Interests in such Class of Certificates will be maintained and transferred
on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of
Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise
set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution
to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures.


 


(e)           From and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be
held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator
(and the Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s




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trust accounting system under the Retained Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder
of the related Certificate. The Certificate Administrator shall hold such Risk Retention Certificates in safekeeping and shall
release the same only upon receipt of written instructions from the holder of the Risk Retention Certificates and the Retaining
Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or in connection
with the Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional
authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its
release of the Risk Retention Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall
have no obligation or liability with respect to the safekeeping of the Risk Retention Certificates. There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “Retained Certificate Safekeeping
Account” and in which the Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement.
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Certificate Safekeeping Account for the Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. No amounts distributable to the holders of the Risk Retention Certificates shall be remitted
to the Retained Certificate Safekeeping Account, but shall be remitted directly to the Retaining Party in accordance with written
instructions provided separately by the Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances
by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to bring legal action
or institute proceedings against any person on behalf of the Retaining Parties. During the Transfer Restriction Period and for
such longer time as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing
the Risk Retention Certificates at the below location, or any other location; provided the Certificate Administrator has given
notice to the Retaining Parties of such new location:


 


Computershare Trust Company, National
Association

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period, the Certificate
Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties substantially
in the form of Exhibit TT hereto evidencing its receipt of the Risk Retention Certificates.


 


The Certificate Administrator
shall make available to the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of
a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).


 



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For the sake of clarity,
after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction of the Holder thereof
in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).


 


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of Transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of Transfer, (ii) holding the Risk Retention Certificates (during
such times as required hereunder) as Definitive Certificates on behalf of each Holder of such Certificate and (iii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in this Section 5.03.


 


(b)           Subject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee
or Transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance
with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to
be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest
in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account and (3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest
stating that the Transfer of such interest has been made in compliance with the Transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or


 



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cause
to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or Transfer the
beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)           Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the
Depository wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry
Certificate for an interest in the Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such
Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a
Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or
cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar
to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer
restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or
(B) that the Transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an
interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which
case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be
reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the
Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the
reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A
Book-Entry Certificate that is being exchanged or transferred.


 


(e)           Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S


 



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Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate
of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the
same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to
contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a Transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository
to be debited with such decrease and (3) with respect to a Transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in
the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring
such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest
in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the Transferee to the effect that such Transferee
is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation
S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such Transfer the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)            Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation
S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be,
a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in
the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to
the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance


 



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of interests in the Temporary Regulation S Book-Entry Certificate initially
exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant
to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse
the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the
amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Risk
Retention Certificate during the applicable Transfer Restriction Period or (b) a Class R Certificate) wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to Transfer all
or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a
Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the
Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate
Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in
Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from
such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the
applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase
and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event
that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such Transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the
aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 



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(h)           Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), and subject to the issuance and Transfer of a Risk Retention Certificate during the applicable Transfer
Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of
an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            Transfers of Risk Retention Certificates. During a Transfer Restriction Period, if a Transfer of any Risk Retention Certificate
after the Closing Date is to be made, then the following documents shall be delivered to the Certificate Administrator, who shall
facilitate such Transfer in conjunction with the Certificate Registrar and shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) (i) instruction from the Certificateholder desiring to effect such Transfer
and the Retaining Sponsor pursuant to Section 5.02(e) directing the Certificate Administrator to release such Risk Retention
Certificate from the Retained Certificate Safekeeping Account in connection with a Transfer of such Risk Retention Certificate,
(ii) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, with respect to the HRR Certificates, which such certification is countersigned by the Retaining Sponsor
with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor, (iii) a certification from the
Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit D-4, with respect
to the HRR Certificates, which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of
the Retaining Sponsor and countersigned by the Depositor, (iv) an IRS Form W-9 completed by the prospective Transferee and
(v) wiring instructions and contact information of the prospective Transferee.  After the Transfer Restriction Period,
and for so long as the Risk Retention Certificate, as applicable, is not held in safekeeping, the Certificate Registrar shall refuse
to register any Transfer unless it receives (x) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit D-3, which such certification is countersigned by the Retaining
Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor and (y) a certification
from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit D-4,
which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and
countersigned by the Depositor; provided that after the Transfer Restriction Period, the countersignature of the Retaining
Sponsor and the Depositor to such certifications shall not be required. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such Risk Retention Certificate, in the
name of the prospective Transferee. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry
Certificate during the Transfer Restriction Period.


 


(j)            Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 



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(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 Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited
to Transfers made pursuant to the provisions of subsection (e) above.


 


(l)            If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(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)           With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial
Transfer to the Initial Purchasers or, with respect to the Risk Retention Certificates, the Retaining Parties) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or Transferee is not and will not be (A) an employee benefit plan or other plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) or any other plan subject to any federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”)
or (B) any person acting on behalf of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified
by Section 3(42) of ERISA) or using the assets of any such Plan to acquire such Certificate, other than an insurance company
using the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by such insurance
company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition
by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate
is presented for registration in the name of a purchaser or Transferee that is any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and
holding of such Certificate by such purchaser or Transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject
the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer,
the Initial Purchasers, the Underwriters, the Operating Advisor, the


 



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Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, Transfer, pledge or
other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the
representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs
of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer,
the Special Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Initial Purchasers,
the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted
Certificate shall be deemed to represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B)
above. Any Transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in
a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(o)           No Class R or Class S Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is
or will be a Plan, or any person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) or using the assets of any Plan to purchase any Class R or Class S Certificate. Each
prospective Transferee of a Class R or Class S Certificate shall deliver to the Transferor and the Certificate Administrator a
representation letter, substantially in the form of Exhibit F-2, stating that the prospective Transferee is not and
will not become a Plan or a person acting on behalf of any Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA)or using the assets of any Plan. Each Holder of a Class R or Class S Certificate shall be deemed
to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported
Transfer in violation of these Transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
Transferee and shall not relieve the Transferor of any obligations with respect to the applicable Certificates.


 


(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 



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void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
Transferee to deliver, and the proposed Transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
Transferee (A) that such proposed Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed Transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee
or any other U.S. Tax Person, (5) the proposed Transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions of this Section
5.03(o) and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from
the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed Transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer
to such proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited


 



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to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the Transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(q)           The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)            Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(s)           Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)            Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate
for its own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the
sale of the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R
Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered
Certificate for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring
such Non-Registered Certificate with a view to any resale or distribution of such Non-Registered Certificate other than in accordance
with the restrictions set forth in this Section 5.03, or (C) (except with respect to the Class R Certificates) is an
institution that is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


 


(ii)           Such Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified
under the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting
the requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United
States Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with
respect to the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in
each case, in accordance with any


 



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applicable federal securities laws and any applicable securities laws of any state of the United
States or any other jurisdiction.


 


(iii)          Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institutional
Buyer or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred
in book-entry form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above
and no such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser
provides certification that the transfer complies with such restrictions, as described in this Section 5.03.


 


(iv)          Such Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having
the characteristics of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of,
any law, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list of permissible
or impermissible investments that is applicable to such Certificate Owner.


 


(t)            Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the
Code (an “ERISA Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of
its purchase of such Certificate, will be deemed to have represented and warranted that (i) none of the Depositor, Mortgage Loan
Sellers, the Trust, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities, has
provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision
for the ERISA Plan has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary
(within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with
the ERISA Plan’s acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of
the conditions of which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise
prohibited), and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent
judgment in evaluating the investment in the Certificates.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance
of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to
cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall


 



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constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective Transferee).


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate
Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


 


(b)           (i) The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section
11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D
containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the following
and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the
date the request was received, (c) a statement to the effect that the Certificate Administrator has received such request,
stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other


 



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Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence: “On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)           In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a 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. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC, Minneapolis, Minnesota 55415 as its office for
such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change
in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a)  Computershare Trust Company, National Association is hereby
initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator
resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set
forth in Section 8.06.


 


(b)           The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal,


 



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bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)           The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates
or attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
[RESERVED].


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions


 



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shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with
the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)           Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the


 



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Depositor,
the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 


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


 


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


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 



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(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


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


 


(ix)           To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)           The Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


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


 


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


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other


 



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laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Special Servicer, as of the Closing Date, that:


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other 



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material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


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


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained would


 



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not have a materially adverse effect on the ability of
the Operating Advisor to perform its obligations hereunder; and


 


(ix)           The Operating Advisor is an Eligible Operating Advisor.


 


(d)           The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, 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 of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


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


 



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Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


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


 


(vii)         The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, each of the Depositor, the Master
Servicer and the Special Servicer will keep in full effect its existence, rights and franchises as an entity under the laws of


 



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the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a
foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under
this Agreement.


 


(b)           Each of the Depositor, 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, asset representations reviewing or commercial
mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall
be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer,
in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution
or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and
serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the Surviving Entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is
subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the


 



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Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that
is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the Surviving
Entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be
unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or
the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the
case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such
failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence
are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence are
not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 7.01.


 


(i)            The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)           Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any
of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties
or representations made herein or


 



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any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of such party’s duties or by reason of negligent disregard of such party’s obligations
and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity
or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
(including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from
acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties and each of
them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.


 



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(b)           None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xiii).


 


(c)           Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholders, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer),
the Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection with the
enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations and duties under this
Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case may be, of its
duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the Master
Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may


 



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be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as applicable) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


Each of the Master Servicer
and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or the
Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth
in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section
3.17(c) and Section 3.18(g) or (ii) a breach by the Master Servicer or the Special Servicer, as applicable, of
any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)           Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including, without limitation, in connection with the enforcement of such indemnified party’s
rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee
or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 



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(e)           The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)            The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation,
in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 



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(g)           Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)           The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)            The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents, shall be indemnified by the Trust and held
harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any
and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Whole Loan and the related Non-Serviced
Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required
to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the
related Non-Serviced PSA).


 



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The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer.


 


(j)            For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case
may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their
respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer
or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or
the Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would
or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a Grantor Trust under the relevant
provisions of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law within any other activities carried on by it or (b) in the case
of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor
(which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and
(prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special
Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or special servicer,
as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall
become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as described
in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05,
the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master
servicer or special servicer with respect to this Section 6.05; provided that such successor master servicer or special




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servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior
to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the Directing
Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket costs
and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in
no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer
if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would
have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder. (a)  Other
than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
(1) shall be entitled to advise the Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other
than any Excluded Loan) and with respect to all Non-Specially Serviced Loans (other than any Excluded Loan), as to all Major Decisions
and (2) shall be entitled to advise the Master Servicer to the extent the Directing Certificateholder’s consent is required
by the definition of Master Servicer Decision. Notwithstanding anything herein to the contrary, except as set forth in, and in
any event subject to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b), for so long as
no Control Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific Directing
Certificateholder), the Special Servicer shall only be permitted to take any of the following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has consented in writing within ten (10) Business Days after
the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation, which may be in the form
of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer in order to grant or withhold such consent, which report may (in the sole discretion of the Special
Servicer) take the form of an Asset Status Report (the “Major Decision Reporting Package”) (provided
that if such written 



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consent has not been received by the Special Servicer within such ten (10) Business Day period, then
the Directing Certificateholder will be deemed to have approved such action):


 


(i)            any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loan that comes
into and continues in default;


 


(ii)           any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days
as provided in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)          following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents;


 


(iv)          any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust), or in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor
Agreement in each case, for less than the applicable Purchase Price;


 


(v)           any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address hazardous material located at a Mortgaged Property or an REO Property;


 


(vi)          any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the
specific terms of the related Mortgage Loan documents or (ii) a release of a non-material, non-income producing parcel as
described under clause (ii) or clause (v) of the definition of “Master Servicer Decision”;


 


(vii)         any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiii) of the definition of “Master Servicer Decision” or, solely with regard
to Specially Serviced Loans, as may be effected (I) without the consent of the lender under the related loan agreements, (II) pursuant
to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion;


 



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(viii)        any consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property
manager is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new property
manager;


 


(ix)          any franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes
under the related Mortgage Loan documents;


 


(x)           other than in the case of any Non-Specially Serviced Loan, releases of any material amounts from any escrow accounts, reserve
funds or letters of credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


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


 


(xii)         other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or similar agreement with any mezzanine
lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan (except any modification,
amendment, consent to a modification or waiver of any term of any Intercreditor Agreement or any intercreditor, co-lender or similar
agreement with any mezzanine lender or subordinate debt holder to split or resize notes consistent with the terms of such Intercreditor
Agreement or such intercreditor, co-lender or similar agreement), or any action to enforce rights (or decision not to enforce rights)
with respect thereto; provided, however, that any such modification or amendment that would adversely impact the
Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xiii)        any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)        agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit
a principal prepayment instead of defeasance if the applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 



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(xv)         determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver,
amendment or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)        other than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause
(xv) above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination,
non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects
an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)       other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements
(other than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(xviii)      other than in the case of a Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of
way that materially affects the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect
to the related Mortgage Loan or any related Companion Loan or subordination of the lien of the Mortgage Loan to such easement or
right of way; and


 


(xix)         other than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


provided, however, that,
in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect
to the foregoing matters, or any other matter requiring consent of (i) the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder
or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder (prior
to the occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the Special
Servicer or the Master Servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s
response or the AB Whole Loan Controlling Holder’s response (or without waiting to consult with the Directing Certificateholder,
the AB Whole Loan Controlling Holder or the Operating Advisor, as the case may be); provided that the Special Servicer or
the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with
prompt written notice following such action including a reasonably detailed explanation of the basis therefor. Notwithstanding
the foregoing, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period,
the Directing Certificateholder shall not be entitled to exercise the rights described in this Section 6.08 with respect
to any Major Decision and the Master Servicer or the Special Servicer, as applicable, shall obtain the prior consent of the AB
Whole Loan Controlling


 



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Holder to the extent required by the terms of the related AB Intercreditor Agreement. However, with respect
to a Serviced AB Whole Loan, if the Master Servicer or the Special Servicer, as applicable, determines immediate action is necessary
to protect the interests of the Certificateholders and the holders of any related Serviced Companion Loan, or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer, as
applicable, may take actions with respect to such Mortgaged Property before obtaining the consent of the AB Whole Loan Controlling
Holder or the Directing Certificateholder, as applicable, if the Master Servicer or the Special Servicer, as applicable, reasonably
determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and
adversely affect the interest of the Certificateholders and the holders of any related Serviced Companion Loan, as a collective
whole and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Certificateholder.
Neither the Master Servicer nor the Special Servicer is required to obtain the consent of the Directing Certificateholder for any
of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence and during
the continuance of a Control Termination Event; provided, however, that, after the occurrence and during the continuance
of a Control Termination Event, the Special Servicer shall consult with the Directing Certificateholder (only prior to the occurrence
and continuance of a Consultation Termination Event) in connection with any Major Decision not relating to an Excluded Loan (and
any other actions which otherwise require consultation with the Directing Certificateholder prior to the occurrence and continuance
of a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder
in respect thereof. In the event the Special Servicer receives no response (which initial request shall include a Major Decision
Reporting Package) from the Directing Certificateholder within 10 Business Days following its written request for input on any
required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the specific
matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
(other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or Serviced Whole Loan. The Special Servicer
shall provide each Major Decision Reporting Package to the Operating Advisor (a) prior to the occurrence of an Operating Advisor
Consultation Event, promptly after the Special Servicer receives the Directing Certificateholder’s approval or deemed approval
with respect to such Major Decision or (b) following the occurrence and during the continuance of an Operating Advisor Consultation
Event, simultaneously upon providing such Major Decision Reporting Package to the Directing Certificateholder; provided,
however, that, with respect to any Non-Specially Serviced Loan other than an Excluded Loan, no Major Decision Reporting
Package shall be required to be delivered prior to the occurrence and continuance of an Operating Advisor Consultation Event. With
respect to any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report, the Special
Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge regarding the related Mortgage
Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may
have relating to, among other things, such Major Decision and/or Asset Status Report. In addition, if an Operating Advisor Consultation
Event has occurred and is continuing, the Special Servicer shall also consult with the Operating Advisor in connection with any
proposed Major Decision (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence
and


 



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during the continuance of an Operating Advisor Consultation Event hereunder) and consider alternative actions recommended by
the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that
the Special Servicer receives no response from the Operating Advisor within 10 Business Days following the later of (i) its
written request for input (which request shall include the related Major Decision Reporting Package) on any required consultation
and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject
matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific
matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not
relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the
applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event, a Consultation Termination Event or an Operating Advisor Consultation
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08(a) for consulting
with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the
Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request
or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer
by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision and shall not
be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any Major Decision.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder, subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions


 



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(and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests
of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or the
Operating Advisor or any advice from the Directing Certificateholder or the Operating Advisor would cause the Special Servicer
or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without
limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to
consent or advise and notify the Directing Certificateholder or the Operating Advisor, respectively, and the Trustee and the Rating
Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing
Certificateholder or the advice of the Operating Advisor that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in its own interests or the interests of the Holders of the Controlling Class,
that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than
the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason of its having
acted solely in its own interests or the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a 



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Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced
Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)              
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right
to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party shall consult with the Directing
Certificateholder (other than with respect to any Excluded Loan), to the extent set forth herein in connection with any action
to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence and during the continuance
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other
than any Loan-Specific Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 


Section 6.09       
Knowledge of Computershare Trust Company, National Association.
Except as otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association, acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of Computershare Trust Company, National Association, acting
in a capacity that is unrelated to the transactions contemplated by this Agreement, except where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Computershare Trust Company,
National Association or where the groups or divisions responsible for performing the obligations in such capacities have one or
more of the same Responsible Officers or Servicing Officers, as applicable.



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[End of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01  Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the
case may be, any one of the following events:


 


(i)           (A) any failure by the
Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or remit to the
Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate
Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is
not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit
is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account
hereunder, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by,
the terms of this Agreement; or


 


(iii)         any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in
any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case
may be, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure
to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance
policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of all Voting Rights or, solely as it relates to
the servicing of a Serviced Whole Loan if affected by that failure, by the holder of the related Serviced Pari Passu Companion
Loan; provided, however, if such failure is capable of being cured and the Master Servicer or the Special Servicer,
as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided,
further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 



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(iv)         any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholders; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)          a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling 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 the case may be, and such decree or order shall have remained in force undischarged, undismissed or
unstayed for a period of sixty (60) days; or


 


(vi)         the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


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


 


(viii)       either Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating
Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced
Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Companion Loan Securities,
as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by either Moody’s or KBRA (or, in the case
of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency, as applicable), within sixty (60) days
of such rating action) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns


 



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with such
master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action; or


 


(ix)          the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that
rating within 60 days of the delisting.


 


(b)          If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction
of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each
of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there
is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in
writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage
Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power
of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have
been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO
Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant
to this Section 7.01(b) or


 



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pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect
of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors,
managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section
3.11 and Section 6.04 notwithstanding any such termination).


 


(c)          If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or Section 7.01(a)(ix), the Master Servicer shall have a forty-five (45) day
period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans
under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer
hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor
master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the Person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. The Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related
Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade,
withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          Subject to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section
6.04) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’
notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such
termination to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d)
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice 



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set forth in this
Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the
Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan
pursuant to the terms of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder
(other than with respect to any Excluded Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer
hereunder; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities,
the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to
any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating
Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing
Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the removed
Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event, upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the
duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator
in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such
Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency
Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any
related Serviced Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by
mail, conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received
within one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes shall be null
and void ab initio. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 66-2/3%
of a Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint the successor special servicer to assume the duties of the Special Servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders.


 


If at any time a Control
Termination Event that relates to any Mortgage Loan is continuing, upon (a) the written direction of Holders of Principal
Balance Certificates evidencing 



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not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance
Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction,
(b) payment by such Holders to the Certificate Administrator of the reasonable fees and out-of-pocket expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes
of all Certificates in such regard, which requisite affirmative votes must be received within one hundred eighty (180) days
of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction
of Holders of Principal Balance Certificates evidencing at least 66-2/3% of a Quorum of Certificates, the Trustee shall terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which
must be a Qualified Replacement Special Servicer) designated by such Certificateholders.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via
the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall
not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period or to any Servicing
Shift Whole Loan.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to
an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall
have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound
by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and
exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related


 



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Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the occurrence and continuance of
a control termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W
attached hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered
relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from
time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with
the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other
content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its
recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the
solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates
evidencing at least a majority of a quorum of Certificateholders (which quorum, for this purpose, is the Holders of Certificates
that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on
an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s
Website, and if not so received, such votes shall be null and void ab initio, and (B) consist of at least three Certificateholders
or Certificate Owners that are not Risk Retention Affiliated with each other) and (ii) receipt by the Certificate Administrator
following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation
from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Companion Loan Securities, the Trustee shall (i) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved
by the holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth above) and (ii) promptly
notify such outgoing Special Servicer of


 



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the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and
administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an
additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then
the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not
be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with
respect to any Servicing Shift Whole Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by
the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be
the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)          The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to the Master Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c).
The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)           Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be 



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required to appoint a Sub-Servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan,
the Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for
the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of
a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer
shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect
to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes
the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor
and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange
Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related
Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded
Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related Mortgage
Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special


 



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Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within
the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to
that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as the Master Servicer
or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be
subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities,
duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the
Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any
failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to
the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties
of the Master Servicer or the Special Servicer, as applicable, herein or in any related document or agreement, for any acts or
omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as
a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11,
as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to
Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled
to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee
shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor
master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing
Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to more than
50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any


 



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established mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise
herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing
by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that
arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) such appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or
the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer
or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing
function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master
Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not
reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses within
90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and
to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination,
or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs
and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or the Special Servicer in accordance
with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer
or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


Section 7.03  Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master


 



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Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the
Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is
affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04  Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer
Termination Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii) of
Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer
Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI)
may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights
of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and
expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.


 


Section 7.05  Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with
respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I
Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure
has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s
rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and
interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I
Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused
by the Master Servicer’s default in its obligations hereunder); provided,


 



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however, that if Advances made by
the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding
to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to
a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01  Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)          The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished 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 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)          No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator 



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shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)         Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02  Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section
8.01:


 


(i)           The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 



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(iii)         Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)         Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)          Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such
agents, affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties
hereunder through any Person that is a Prohibited Party;


 



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(vii)        For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless
written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee
or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this
Agreement;


 


(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


 


(ix)          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result
of its own negligence, bad faith or willful misconduct;


 


(xi)          Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)         Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03  Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate


 



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Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may
rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section 8.04  Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05  Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will
be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest
at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate
Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis.
As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the
same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed
thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee
of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for
the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 


(b)          The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, 



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representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account from time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to
the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or
the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of
the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent,
REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of
such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section
8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section
8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)           The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement.


 


Section 8.06  Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of 



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America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), and (ii) an institution whose long-term senior unsecured debt is rated at least (A) in the case of
the Certificate Administrator, “Baa3” by Moody’s or an issuer rating of “Baa3” by Moody’s and
(B) in the case of the Trustee, “A2 by Moody’s or which has a long-term counterparty risk assessment of at least “A2(cr)”
by Moody’s (provided, however, that the Trustee may maintain a long term unsecured debt rating of at least
“Baa3” by Moody’s if the Master Servicer maintains a rating of at least “A2” by Moody’s) “A”
by Fitch (or short-term rating of “F1” by Fitch) and, if rated by KBRA, “BBB-” by KBRA; (or if not rated
by KBRA, then at least an equivalent rating by two other NRSROs, which may include Moody’s and Fitch), or in the case of
the Certificate Administrator and Trustee, such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation; and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust
or (iii) administer the Trust REMICs and/or the Grantor Trust from a state and local jurisdiction that does not impose such
a tax.


 


Section 8.07  Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor,
the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such
notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate 



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Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)          If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor
trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Further, the resigning Trustee 



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or Certificate Administrator, as
the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)           Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage
Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 or in blank, and (ii) in the case of the other
assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the
successor, as trustee for the registered Holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates,
Series 2022-C14 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
that any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with
the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such
endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document
is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to
it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.



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(f)           Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08  Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable,
shall be eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section
8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after
acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee
or successor certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09  Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such
notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 



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Section 8.10  Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing
the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by
it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s)
or separate trustee(s) shall be required under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)          Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)          The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 



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Section 8.11  Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12  Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)          The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order,


 



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regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


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


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder; and


 


(viii)       To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.13  Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided
to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced
Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders
to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent
identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section 8.14  Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 



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(ii)          The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)         The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


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


 


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


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this 



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Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)       To
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.15  Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section 9.01  Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Certificate Registrar, the Custodian (other than the obligations of the Custodian to deliver any remaining Mortgage Files with
any necessary assignments, endorsements and other instruments as hereafter set forth), the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision
for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid
on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation
of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund at a price equal to (a) the Termination Purchase Amount, plus (b) the reasonable out-of-pocket expenses of
the Master Servicer and the Special Servicer with respect to such termination, other than in the case of the Master Servicer or
Special Servicer, as applicable, that is a purchaser of such Mortgage Loans, minus (c) solely in the case where the
Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer


 



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(which items shall be deemed to
have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the 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 are no longer outstanding,
the voluntary exchange by the Sole Certificateholder of all the then-outstanding Certificates (other than the Class R and Class
S Certificates) for the remaining Mortgage Loans and REO Properties remaining in the Trust Fund; provided, however,
that in no event shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian
shall release or cause to be released to the Master Servicer, at the address provided in Section 13.05 of this Agreement
or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates together with the
payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01 by giving written
notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event that
the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class S Certificates) for all
of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall remit for deposit in the Collection Account an amount in immediately available funds equal to (a) the Termination
Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit
in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be further deemed distributed to the
Holders of all outstanding Certificates) an amount equal to the Termination Purchase Amount. In addition, the Master Servicer shall
transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account
on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from
the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced
Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion
of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been
made and following the surrender of all its Certificates (other than the Class R and Class S Certificates) on the applicable Distribution
Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the 



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Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against
amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class
R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage
Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the Stated Principal Balance of the Mortgage Loans
as set forth in the Preliminary Statement (solely for the purposes of this calculation, if such right is being exercised after
the Distribution Date in February 2032 and the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust, then such
Mortgage Loan will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial
pool balance). This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master
Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class
R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund
in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account
not later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof
payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in
the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts
required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph of
Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held for future
distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or cause to be
released to the


 



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Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the
Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage
Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall
act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Loan-Specific Directing Certificateholder, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance
with the provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant
to this Section 9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the
purchase of all of the Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise
during the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(f) to the Upper-Tier REMIC Distribution Account pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) the Holders of the Excess Interest Certificates so presented any amounts
remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class
R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed
in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Section 4.01(a),
Section 4.01(c), Section 4.01(f) and Section 4.01(h). Any funds not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of the


 



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Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(j).


 


Section 9.02  Additional Termination Requirements. (a)  In the event the Master Servicer or the Special Servicer purchases,
or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC
and Lower-Tier REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of
a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)           the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


 


(iii)         within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect
of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and
the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests”
and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the


 



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Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) (i) in the Upper-Tier REMIC other than the
Regular Certificates and the Class UR Interest and (ii) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and
the Class LR Interest.


 


(b)          The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC, within the meaning of Section 860G(a)(9) of the Code.


 


(c)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
any such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 unless such legal expenses and costs
are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator
is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each
Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to such designation, on behalf of
themselves and all successor Holder of Class R Certificates.


 


(d)          The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare
or cause to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means.


 


(e)          The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the Certificate
Administrator as the “partnership representative” of each of the Trust REMICs created hereunder.


 


(f)           The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the


 



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Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause either Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon either Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust
or either Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its
sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net
income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the
Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the
Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with
respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by either Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The
Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income
from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any


 



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taxable contribution
to either Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or
amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such
tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable
state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a) to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders
of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer shall be responsible for any taxes imposed on either Trust REMIC except to the extent such taxes
arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct,
bad faith, or negligence by such party.


 


(h)           The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)            Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to either Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)            Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust
REMIC will receive a fee or other compensation for services nor permit the Trust or either Trust REMIC to receive any income from
assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)           Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)            None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or either Trust


 



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REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of either Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such
tax, cause the Trust or either Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC
Provisions.


 


(m)         The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such
Certificate, to any such elections, and agrees to reasonably cooperate with the Certificate Administrator in connection with any
such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


 


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a
request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to
be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall


 



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cause any
such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall
agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall
not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the
Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any State
and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed in accordance
herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with
the terms hereof. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare
Trust Company, National Association shall be terminated as REMIC Administrator.


 


(b)           Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)           Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice
of resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and
the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor
REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced


 



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Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any
such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent that any party has an obligation to exercise commercially reasonable efforts to cause
a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02   
Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and the Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or
sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer
and 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 and the Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at
least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter period as
is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator
of such


 



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succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all
information relating to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator
in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act); provided, however, that if disclosing such
information prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the
Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to
the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)          Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such
Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will
be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any
Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for
using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian
shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance
of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation



     -402-


     


    

AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes
of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor
and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial
Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)          In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act
(if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation
AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)           Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that
services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.02.


 


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and
the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 



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Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable deadlines in
the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-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 15, Form 12b-25 or any amendments
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within
fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date
Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure,
absent such reporting, direction and approval.


 



     -404-


     


    

 





For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional
Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except
with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and
(iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or
by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets 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(b), (ii) a reference to the most recent Form ABS-15G filed by
the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key”
for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately
preceding Distribution Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest
Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date and (v)
the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior to the filing of the applicable
report on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage
Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the 



     -405-


     


    

 


preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no”. The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan 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 applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total Debt Service Coverage Ratio calculated
on the basis of 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.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset
Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D
relating to the reporting period in which such request was received a Special Notice regarding the request to communicate, and
such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.






     -406-


     


    

 


(b)          After preparing the Form 10-D and Form ABS-EE, the Certificate
Administrator shall forward electronically copies of the Form 10-D and Form ABS-EE
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively,
and, a duly authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy
of such signed Form 10-D and Form ABS-EE (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its
sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting
the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of the
Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form ABS-EE,
as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE,
as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall
file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If
a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after
filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed copy of
each Form 10-D and Form ABS-EE filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York,
New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable,
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b)
and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act
and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate


 



     -407-


     


    

 


Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the
Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible
Format and Excel format) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to
be directed to Midland Loan Services, a Division of PNC Bank, National Association at the e-mail address provided with the submission
of such CREFC® Schedule AL File and Schedule AL Additional File (or such other e-mail address or phone number provided
to the Certificate Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably
cooperate with the Depositor to answer any questions that the Depositor may pose to the Master Servicer regarding any CREFC®
Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, the
Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) that the Master Servicer provided to the Certificate Administrator.
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 promptly.


 


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and
return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available
on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York,
New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(c) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible parties observing all
applicable deadlines in the performance of their duties under this Section 11.04(c). The Certificate Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file
such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure to receive on a timely
basis any information


 



     -408-


     


    

 


from any other party hereto needed to prepare, arrange for execution or file such Form ABS-EE, not resulting
from its own negligence, bad faith or willful misconduct.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE
for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


(d)           Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.04.


 


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust
(it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2023, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)            an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)           (A) the annual reports on assessment of compliance with Servicing Criteria for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 


(B)             
if any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such
instance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;



     -409-


     


    




 


(iii)         (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as described under Section 11.11; and


 


(B)          if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)         a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information
in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered (i) by email
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii) by email
to Form10k.Compliance@cwt.com.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2023, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 



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Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days”. The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should
be “no”. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or
filing any such report.


 


(b)          After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in
charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall
make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New
York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue,
New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be
provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced


 



     -411-


     


    

 


Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the
trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer
(in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged
by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant shall use commercially
reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant
to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a
Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st of
each year commencing in March 2023, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2,
Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable,
on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer)
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification,
the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information
that would have been provided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other
than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs
the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a 



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reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable
such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated
or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as
the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this Section
11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer
(i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third
parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant
to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance
with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports,
to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it
receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD




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hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays
Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com,
with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal
Department, Email: steven.glynn@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.



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The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the
Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


To
the extent the Depositor has made a Form 8-K/A filing regarding this Agreement, the Depositor shall notify the Certificate
Administrator by electronic mail to cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com, no later
than two (2) Business Days after the filing of such Form 8-K/A that attaches this Agreement. The Certificate Administrator shall
furnish such notice to each then-current Serviced Companion Noteholder at the address received from the Master Servicer upon such
request made pursuant to Section 8.13.


 


Section
11.08          Form 15 Filing. On or prior to January 30th of
the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law
to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”)
or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period
occurring after the filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due
under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate
Administrator shall provide prompt notice to the


 






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Mortgage
Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification,
the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the
Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI
shall recommence.


 


Section
11.09          Annual Compliance Statements. The Master Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to
and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before
March 1st of each year, commencing in March 2023, deliver to the Trustee, the Certificate Administrator (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the
17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable
to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during
the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such
officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall
(i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or,
in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer
to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other
Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such
statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s
Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and
substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate,
the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to
the nature of any failures by the


 






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Certifying
Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with
respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and
each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced
a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s
Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required
to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section
11.10          Annual Reports on Assessment of Compliance with Servicing Criteria.
(a)  On or before March 1st of each year, commencing in March 2023, the Master Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided,
however, that the Trustee shall be required to deliver an assessment of compliance with respect to any period during which
there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator
and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect to each
Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or
the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing
Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the
Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website) (and, with respect to the Special


 






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Servicer,
also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II
or such other form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122
of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end
of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing
Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year
so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to
such party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor
or Certificate Administrator has entered into a servicing relationship.


 






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(c)          No
later than February 1 of each year, the Master Servicer and the Special Servicer shall notify the Certificate Administrator, the
Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged by it and each Servicing Function Participant
utilized by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the
Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing Function Participant
utilized by it, in each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller)
shall specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating
Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the assessment (and related
attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as
required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(d)          Each
of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation of whether
a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous
calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor or
the Special Servicer, as applicable, within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11          Annual Independent Public Accountants’ Attestation Report.
On or before March 1st of each year, commencing in March 2023, the Master Servicer, the Special Servicer, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to
any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the
Certificate Administrator,


 






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each
at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior
to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not
earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies,
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued
or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with
the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such
statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing
parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the
Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, the Custodian or any Additional Servicer shall


 






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be
required to deliver, or shall be required to cause the delivery of such reports until April 15th in any given year so
long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed with respect
to the Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section
11.12          Indemnification. Each of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall
indemnify and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising
out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article XI,
(ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the
Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such
obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance
with the Servicing Criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence,
bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer
(as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery
of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor
as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate
and assess any material instances of


 






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non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such
Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting
Party to prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under
the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s
filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments
which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the
Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, that
if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the
Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election is
made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with
the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor
or any Other Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor
with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences
and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting
Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected
Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff
for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any
Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the
Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the
Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized
invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or


 






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Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (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 Trustee, the Operating Advisor and
the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special
Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function
Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such
party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive
the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13          Amendments. This Article XI may be amended with
the written consent of the parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or
to conform to standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any
Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained
in this Agreement; provided that the reports and certificates required to be prepared pursuant to Section 3.13,
11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates
or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this Article XI
affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 






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Section
11.14         Regulation AB Notices. Any notice, report or certificate required
to be delivered by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article XI
may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15          Certain Matters Relating to the Future Securitization of the Serviced
Pari Passu Companion Loans. (a)  Each of the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any
sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage
Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization
that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the
extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information
about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b),
(c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage
Loan Seller to provide such other information as may be reasonably necessary to comply with the requirements of Regulation AB.
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer understands that such information
may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate
in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and
underwriters involved in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities,
fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged
material misstatements or omissions in any such offering material to the extent that such material misstatement or omission was
made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator
(where such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to the
Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement)
and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific aspect
of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver such securities law
opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to the offering
material for this securitization by the Master Servicer, the Special Servicer, Trustee and Certificate Administrator, as the case
may be, or their respective counsel, in connection with the information concerning such party in the offering material related
to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by
the Trustee, the Certificate


 






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Administrator,
the Master Servicer or the Special Servicer, as the case may be, for inclusion in the offering materials related to such Regulation
AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect
to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB
or any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to
be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of
the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S) cooperate with the depositor, trustee, certificate administrator, master servicer or special
servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K
required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the
trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer
within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than
the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer
of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange
Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and the Master Servicer shall consult with
any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(b) with respect to such


 






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Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence of
the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S) provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as
applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to
the related trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to
a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it has
knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(c) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S) provide, with respect to itself, to the depositor, trustee
or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant
to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent
required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on
such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b)
of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in
this Section 11.15(d) with respect to such Regulation AB


 






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Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with
respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123
of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator under such Regulation
AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing
Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S) a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)           Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Section 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may
be, no later than two Business Days prior to the date on which the Master Servicer


 






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or
the Special Servicer, as the case may be, is required to deliver its comparable information, reports, statements or certificates
pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), beginning with the first calendar quarter in which such notice from the Other Depositor was received,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year in which such notice from the Other Depositor was received, as applicable, the Master Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, the 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 (or by the Special Servicer
and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) in accordance
with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business
Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as
reported by the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the Special Servicer
and provided by the Special Servicer to the Master Servicer solely in the case of any related Specially Serviced Loan or as reported
by the Special Servicer with respect to Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall
notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other
Depositor) that it has not received such financial information. The Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the


 






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periodic
financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D
or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall 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; provided, however, the Special Servicer shall provide such Officer’s Certificate
to the Master Servicer and the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section
11.16          Certain Matters Regarding Significant Obligors. For the avoidance
of doubt, there is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as of the Closing
Date (“Significant Obligor”).


 


Section
11.17          Impact of Cure Period. For the avoidance of doubt, neither
the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of
the definition thereof prior to the expiration of the Grace Period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
during any Grace Period provided for in this Article XI; provided that if any such party fails to comply with
the delivery requirements of this Article XI by the expiration of any applicable Grace Period such failure shall constitute
a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination
Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period applicable to such party’s
obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to
not be in compliance under this Agreement, for failing to deliver any item required under this Article XI by the time
required hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is
not required to file Exchange Act reports.


 






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[End
of Article XI]


 


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01         Asset Review. (a)  On or prior to each Distribution Date,
based either 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. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly
provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered to the Certificateholders
pursuant to this Article XII shall be delivered by the Certificate Administrator by posting such notice on the Certificate
Administrator’s Website, by mailing such notice to the Certificateholders’ addresses appearing in the Certificate
Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates.
The Certificate Administrator shall include in the Form 10-D relating to the reporting period in which the Asset Review Trigger
occurred the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of
Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined
in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to
Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer or the Special Servicer,
as the case may be, 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 deliver such information
in a written notice (which may be via email) in the form of Exhibit SS within one (1) Business Day 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 all Certificateholders (with a copy to the Asset Representations Reviewer) and
conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote
to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who
cast votes and (ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset
Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide
written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder
and the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such


 






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certification,
the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant
the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred
within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer 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 timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A)
and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset
Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or
an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described
in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection
with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator
shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below for all Mortgage Loans),
the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans) and the Special Servicer
(with respect to clauses (6) and (7) below for Specially Serviced Loans), in each case, to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days, provide the following materials in electronic
format to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files posted
on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of
each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)         
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan
that is subject to an Asset Review;


 


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          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)          copies
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;


 






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(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)          a
copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged Defect or Breach
with respect to any Delinquent Loan; and


 


(7)          copies
of any other related documents that were entered into or delivered in connection with the origination of the related Mortgage
Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review
and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)          In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that the Master Servicer
or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after receipt of
notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s) to
the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents
from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but
in any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)         Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File 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


 






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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 procedures set forth on Exhibit QQ (each such procedure, a “Test”); provided, however,
that the Asset Representations Reviewer may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated
Review Materials to include any items not specified for the particular Test on Exhibit QQ (but in no event shall the
modified Review Materials include materials not contemplated by the definition of “Review Materials”), in either
case, only to the extent the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary
to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of,
or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become
a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent
to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (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)        The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided by the Certificate Administrator, subject to the last sentence
of this paragraph. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient
to complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer
(with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent
in the possession of the Master Servicer or Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten
(10) Business Days following the request by the Asset Representations Reviewer to the Master Servicer, the Special Servicer
or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations
Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer
has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report


 






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indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents
or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed
a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be sent
by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Delinquent Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of
the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of (i) Barclays, BCHI in respect of its obligations under the related Mortgage
Loan Purchase Agreement, (ii) SGFC, Société Générale in respect of its obligations under the
related Mortgage Loan Purchase Agreement, and (iii) BSPRT, FBRT in respect of its obligations under the related Mortgage
Loan Purchase Agreement), which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section 12.01(b)(x)
of this Agreement.


 


(ix)          In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the
related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver
an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation
received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 






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(x)          Within
forty-five (45) 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, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “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), 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.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)          The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) assumes in writing each covenant and condition to be performed or observed
by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement; (ii) the asset
representations reviewer will not be released from its obligations under this Agreement that arose


 






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prior
to the effective date of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee
and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then
in effect and (iv) the resigning asset representations reviewer will be required to be responsible for the reasonable costs and
expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such
assignment and delegation, the purchaser or transferee will be required to provide notice to each party to this Agreement and
then will be the successor asset representations reviewer under this Agreement.


 


Section
12.02          Payment of Asset Representations Reviewer Fees and Expenses; Limitation
of Liability. (a)  As compensation for the performance of its routine duties, the Asset Representations Reviewer
shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect
of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00027% per annum (the “Asset Representations
Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced
Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage
Loans.


 


(b)          As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to (i) $17,750 multiplied by the number of Delinquent Loans, plus (ii) $1,775 per Mortgaged
Property relating to the Delinquent Loans in excess of one Mortgaged Property per Delinquent Loan, plus (iii) $2,300 per
Mortgaged Property relating to a Delinquent Loan subject to a Ground Lease, plus (iv) $1,275 per Mortgaged Property relating
to a Delinquent 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 adjustments on the basis of the year-end “Consumer Price Index for All Urban
Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban
Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review (any
such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset
Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller
Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, however, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations
Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the
Master Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such
amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery
by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier
to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage
Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery
of


 






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such
invoice by registered mail or overnight courier and reasonable follow-up by telephone or e-mail. Notwithstanding any payment of
such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller
and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid
by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by the
related Mortgage Loan Seller to the extent such fee was not already paid, 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
12.02(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
12.03    Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any
time resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement
and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. 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 will bear all reasonable costs
and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section
12.04          Restrictions of the Asset Representations Reviewer. Neither
the Asset Representations Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer
Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer
if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved
in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust
and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its
investment activities.


 


Section
12.05          Termination of the Asset Representations Reviewer. (a)  An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 






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(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 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates evidencing greater than 25% of the Voting Rights, provided that any such failure that is
not curable within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of
thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day
period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has
diligently pursued, and is continuing to pursue, such cure;


 


(ii)          any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures


 






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described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and
every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee
(i) may or (ii) upon the written direction of Holders of Certificates evidencing at least 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,
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 Principal Balance Certificates evidencing at least 25% of the Voting Rights (without
regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset
Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer
and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the
Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written
notice thereof to the Asset Representations Reviewer 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 Asset Representations Reviewer. Upon the written direction of Holders of Principal Balance Certificates evidencing
at least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all
of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Holders of Principal Balance Certificates, on the other, the Holders
of Principal Balance Certificates 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 Principal Balance Certificates evidencing at least 75%
of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset
Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of


 






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termination.
As soon as practicable, but in no event later than 30 days after (1) the Asset Representations Reviewer resigns pursuant
to Section 12.03 of this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations
Reviewer, the Trustee shall appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Directing Certificateholder and each Certificateholder within
one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. 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).


 


[End
of Article XII]


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01          Amendment. (a)  This Agreement may be amended from
time to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:


 






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(i)           to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or either Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan
Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 






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(vii)        to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan,
the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
either Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard
to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25);


 


(ix)          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)
         to modify, eliminate or add to any of its provisions (i) to such extent
as will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel
or (ii) in the event of the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements
for this securitization


 






     -442-


     


    

 


transaction
are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related
to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to
be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor, or (B) may materially and adversely affect the holder of a Companion Loan without such
Companion Holder’s consent.


 


(b)          This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced


 






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Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and,
if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB
Whole Loan.


 


(c)          Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund, the Grantor Trust or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provision specifically required to be included in this Agreement by any Designated Intercreditor
Agreement, without in each case the consent of the holder of the related Companion Loan(s).


 


(d)          No
later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or
Section 13.01(c) shall be payable out of the Collection Account.


 






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(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)           To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


(l)           In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.33 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section
13.02           Recordation of Agreement; Counterparts. (a)  To
the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate
Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which
may not be unreasonably withheld), but only upon direction accompanied by an


 






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Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related
to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including,
without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record
and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03           Limitation on Rights of Certificateholders. (a)  The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also


 






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(except
in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it
may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days
after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or
to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the
Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any
right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement
or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


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


 



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


 


Section
13.05     Notices. (a)  Any communications provided for or
permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given
when delivered to (or, in the case of facsimile or electronic notices, when received by):


 


In
the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


 


with
a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Facsimile: (212) 412-7519


 


In
the case of the 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: (888) 706-3565


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338


 



     -448-


     


    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: (888) 706-3565


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338


 


In
the case of the Directing Certificateholder:



KKR Real Estate Credit Opportunity Partners II L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


 


with
a copy to:


 


Dechert
LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


 


In
the case of the Third Party Purchaser:



KKR CMBS II Aggregator Type 2 L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


 


with
a copy to:



 



     -449-


     


    


 


Dechert
LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


 


In
the case of the Loan-Specific Directing Certificateholder for Coleman Highline Phase IV Whole Loan:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


with
a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


In
the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee


 


with
a copy to:


 


Telecopy
number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 



     -450-


     


    In
the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2022-C14



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) – BBCMS 2022-C14



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 – BBCMS 2022-C14



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 – BBCMS 2022-C14


 



     -451-


     


    In
the case of the Mortgage Loan Sellers:


 


	 	1.	Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


with
a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


	 	2.	Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


 


with
a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


 


	 	3.	LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director

Email: Ken.Gorsuch@lmfcommercial.com


 


and,
with respect to certifications pursuant to Section 2.03 of this Agreement, with a copy to:


 


McCoy
& Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


 


with
a copy by email to: vorta@mccoy-orta.com


 



     -452-


     


    and
with a copy to:


 


Marcia
Moore Allen

email: mmore-allen@mccoy-orta.com


 


	 	4.	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

E-mail: USCIBGlobalFinanceAssetMangagementTeam@natixis.com


 


for
all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

E-mail: CMBSnotices@natixis.com


 


		5.	UBS AG

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung



 


with
a copy to:



UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director and Counsel


 


	 	6.	BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman


 


In
the case of the Retaining Sponsor:


 


Barclays
Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 



     -453-


     


    with
a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


In
the case 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: BBCMS 2022-C14 – Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage
prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which
Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall
not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating
Agencies required hereunder shall be in writing.


 



     -454-


     


    Any
notices to the Rating Agencies shall be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbs.surveillance@kbra.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section
13.06     Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.


 


Section
13.07     Grant of a Security Interest. The Depositor intends that the
conveyance of the Conveyed Property shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed
to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed
Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. This
Section 13.07 shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements
of the applicable UCC.


 


Section
13.08     Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to
the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Additional Repurchase Obligor
under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations under the applicable Mortgage
Loan Purchase Agreement, each


 



     -455-


     


    Companion
Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other
Exchange Act Reporting Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person,
including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.
If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage
Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu
Companion Loan, as contemplated by Section 3.34 hereof.


 


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section
13.09      Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10     Notices to the Rating Agencies. (a)  The Certificate
Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class
of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)          the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section
5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement.


 



     -456-


     


    (b)          The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)           the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          any
change in the location of the Collection Account;


 


(iii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         any
material damage to any Mortgaged Property;


 


(vii)        any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer,
as the case may be, may,


 



     -457-


     


    but
shall not be obligated to send such information, report, notice or document to the applicable Rating Agency so long as such information,
report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided,
by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


Section
13.11      Recognition
of U.S. Special Resolution Regimes.


 


(i)           
In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement
(and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State
of the United States.


 


(ii)          In
the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were
governed by the laws of the United States or a State of the United States.


 


(iii)         For
the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


 


“BHC
Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. §1841(k).


 


“Covered
Party” means any party to this Agreement that is one of the following: (i) a “covered entity” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R.
Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. §382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81,
47.2 or 382.1, as applicable.


 


“U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


Section
13.12      Limitation on
the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.


 


(i)           Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 13.12, no
party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to


 



     -458-


     


    this
Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency,
liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise
of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.


 


(ii)          After
a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise
any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall
have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.


 


Section
13.13    Cooperation with the
Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and understood that, notwithstanding
the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage Loan Seller get the benefit of any securitization
indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, the Master Servicer, the Special Servicer
and the Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole reasonable expense of such Mortgage
Loan Seller with respect to the benefits of the provisions of any section of a loan agreement or securitization cooperation agreement
related to indemnification of the lender and/or its Affiliates with respect to any securitization of the related Mortgage Loan,
including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion of the Mortgage
Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to enforce such provisions for their respective
benefits; provided that none of the Depositor, the Master Servicer, the Special Servicer or the Trustee shall be required to take
any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement
or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to qualify
as a REMIC, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 13.13, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section
13.14    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.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 



     -459-


     


    IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 


	 	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, Depositor
	 	 	 
	 	By:	 /s/ Larry Kravetz
	 	 	Name: Larry Kravetz
	 	 	Title:   President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title:    Senior Vice President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Special Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title:    Senior Vice President
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Anna M. Lopez
	 	 	Name:  Anna M. Lopez
	 	 	Title:    Vice President


 


BBCMS
2022-C14: Pooling and Servicing Agreement


 



     


     


     


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name:   Beverly D. Capers
	 	 	Title:      Assistant Vice President


 


	 	PARK BRIDGE LENDER SERVICES LLC, Operating Advisor
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member


 


	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:  Robert J. Spinna, Jr.
	 	 	Title:    Managing Member


 


	 	PARK BRIDGE LENDER SERVICES LLC, Asset Representations Reviewer
	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member


 


	 	By:	 /s/ Robert J. Spinna, Jr.
	 	 	Name:  Robert J. Spinna, Jr.
	 	 	Title:    Managing Member


 



BBCMS
2022-C14: Pooling and Servicing Agreement


 



     


     


    

 


EXHIBIT
A-1



FORM OF CERTIFICATE (OTHER THAN CLASS R AND CLASS S
CERTIFICATES)


 


CLASS
[__]


 


BBCMS
MORTGAGE TRUST 2022-C14


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-C14, CLASS [__]


 


[FOR
CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS K-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). THE INITIAL PURCHASER
OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE


 





 






		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 



    A-1-1


     


    

 


CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: 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.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, X-A, X-B, A-S, B AND C): 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


 




 








		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.



 







    A-1-2


     


    

 


INSTITUTIONAL
BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN
INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS K-RR CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE
TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
(INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND
THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) 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 PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-1-3


     


    

 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL
BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS
CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5 AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: 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.]


 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES
IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE
PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 



    A-1-4


     


    

 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E-RR, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR AND
CLASS K-RR): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-1-5


     


    

 





	PASS-THROUGH
                                         RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES:
                                         VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 23, 2022

         

        FIRST
        DISTRIBUTION DATE: 

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

        AS OF THE CLOSING DATE: 

        $[_________]

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE: [            ]

         

        CERTIFICATE
NO.: [_] - ______






 






    A-1-6


     


    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the BBCMS MORTGAGE TRUST 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D


 



    A-1-7


     


    

 


of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR, J-RR AND K-RR): principal and] interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-4, A-5, A-SB, X-A, X-B, A-S, B, C, X-D AND D CERTIFICATES:
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate
Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, E-RR, F-RR, G-RR, H-RR, J-RR AND K-RR): Principal
and interest] allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including


 



    A-1-8


     


    

 


reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of $[FOR
CLASS A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E-RR, F-RR, G-


 



    A-1-9


     


    

 


RR, H-RR, J-RR
AND K-RR CERTIFICATES: 100,000 initial Certificate Balance] [FOR CLASS X-D CERTIFICATES: 100,000 initial Notional Amount] [FOR
CLASS X-A AND X-B CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $ 1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial [Certificate Balance][Notional
Amount] of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of either


 



    A-1-10


     


    

 


Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust,
either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of
the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and


 



    A-1-11


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)         to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the
Risk Retention Rules, as evidenced by an Opinion of Counsel or (ii) in the event of the Risk Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event
of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such


 



    A-1-12


     


    

 


Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or
change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor
or related guarantor; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master


 



    A-1-13


     


    

 


Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or either Trust REMIC, or cause either
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without
in each case the consent of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling
Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the
Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust
is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement
(solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in February 2032 and
the Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will be excluded from the
then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C
and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates and Class S Certificates)), the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R Certificates and Class S Certificates together with the payment or deemed payment of the Termination Purchase
Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation,


 



    A-1-14


     


    

 


 any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-15


     


    





 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	February 23, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-1-16


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM 

TEN
        ENT 	-

-   	as tenant in common

as tenants by the entireties	UNIF GIFT MIN ACT ___________

             Custodian

	JT TEN	-	as joint tenants with rights of 	     (Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-1-17


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the
account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-1-18


     


    

    


EXHIBIT
A-2



FORM OF CLASS R CERTIFICATE


 


CLASS
R


 


BBCMS
MORTGAGE TRUST 2022-C14


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-C14, CLASS R


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING 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 ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



    A-2-1


     


    

 


EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN
THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS THE “RESIDUAL INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A


 



    A-2-2


     


    

 


REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-2-3


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 23, 2022

         

        FIRST
        DISTRIBUTION DATE: 

        MARCH 17, 2022

         
	 	MASTER
                                         SERVICER: 

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

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE: [            ]

         

        CERTIFICATE
NO.: R-____






 






    A-2-4


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face
hereof equal to the percentage interest specified on the face hereof. The Certificates are designated as the BBCMS MORTGAGE TRUST
2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 and are issued in the classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents the “residual interests” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the


 



    A-2-5


     


    

 


treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured by income. The Certificate Administrator is hereby
designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC.
Each holder of this Certificate, by acceptance hereof, consents to the Certificate Administrator making any elections allowed
under the Code (a) to avoid the application of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment
by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on a Holder of this Certificate. Each Holder of this Certificate, by acceptance hereof, agrees to any such elections
and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate Administrator
determines in its discretion are necessary or advisable.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
thereof and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only


 



    A-2-6


     


    

 


upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or using the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership
Interest in a Class R Certificate shall promptly notify the Certificate Registrar of any change or impending change to such status;
(B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives,
(I) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee
Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing
and


 



    A-2-7


     


    

 


warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified
Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees
to be bound by them and (II) a representation letter, substantially in the form attached to the Pooling and Servicing Agreement
as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a
Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit
from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and
(2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 certifying that, among other things,
it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are
false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    A-2-8


     


    

 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust,
either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of
the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced 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


 



    A-2-9


     


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of


 



    A-2-10


     


    

 


Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)         to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the
Risk Retention Rules, as evidenced by an Opinion of Counsel or (ii) in the event of the Credit Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event
of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase


 



    A-2-11


     


    

 


Agreement or otherwise or
change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor
or related guarantor; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or either Trust REMIC, or cause either
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without
in each case the consent of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date
in February 2032 and the


 



    A-2-12


     


    

 


Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will
be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates and Class S Certificates)),
the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates
(other than the Class R Certificates and Class S Certificates together with the payment or deemed payment of the Termination Purchase
Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-13


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	February 23, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-2-14


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 


	 	 	 	 
	TEN COM 

TEN
        ENT 	-

-   	as tenant in common

as tenants by the entireties	UNIF GIFT MIN ACT ___________

             Custodian

	JT TEN	-	as joint tenants with rights of 	     (Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)


 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-2-15


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the
account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-2-16


     


    

    


EXHIBIT
A-3



FORM OF CLASS S CERTIFICATE


 


CLASS
S


 


BBCMS
MORTGAGE TRUST 2022-C14


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-C14, CLASS S


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE
UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING 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)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



    A-3-1


     


    

 


EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN
THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 



    A-3-2


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [__]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 23, 2022

         

        FIRST
        DISTRIBUTION DATE: 

        MARCH 17, 2022

         
	 	MASTER
                                         SERVICER: 

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

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [          ]

         

        ISIN
        NO.: [           ]

         

        CERTIFICATE
NO.: S-____






 






    A-3-3


     


    

 


CLASS
S CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class S Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC
(hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the
Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face
hereof equal to the percentage interest specified on the face hereof. The Certificates are designated as the BBCMS Mortgage Trust
2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 and are issued in the classes as specifically set forth
in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the
Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding


 



    A-3-4


     


    

 


sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the


 



    A-3-5


     


    

 


final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment
of funds. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class S Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 1% and multiples
of 0.01% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 






    A-3-6


     


    

 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust,
either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any
other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor
has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, either Trust REMIC or any of
the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced 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


 



    A-3-7


     


    

 


considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or
supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment
or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of


 



    A-3-8


     


    

 


Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or
(iv); or


 


(xi)         to
modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the
Risk Retention Rules, as evidenced by an Opinion of Counsel or (ii) in the event of the Credit Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event
of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations or rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder
of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase


 



    A-3-9


     


    

 


Agreement or otherwise or
change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor
or related guarantor; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund, the Grantor Trust or either Trust REMIC, or cause either
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision
specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without
in each case the consent of the holder of the related Companion Loan(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date
in February 2032 and the


 



    A-3-10


     


    

 


Coleman Highline Phase IV Mortgage Loan is still an asset of the Trust, then such Mortgage Loan will
be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates and Class S Certificates)),
the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates
(other than the Class R Certificates and Class S Certificates together with the payment or deemed payment of the Termination Purchase
Amount) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-11


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling
and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	February 23, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-3-12


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 


	 	 	 	 
	TEN COM 

TEN
        ENT 	-

-   	as tenant in common

as tenants by the entireties	UNIF GIFT MIN ACT ___________

             Custodian

	JT TEN	-	as joint tenants with rights of 	     (Cust)
			survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)


 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-3-13


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________ for the
account of __________________________________ account number ___________________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-3-14


     


    

    


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto  ___________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-3-15


     


    

 





DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-3-16


     


    

 





EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 




    Exhibit B-1


     


    

 


	BBCMS
    Mortgage Trust 2022-C14	 	 
	MORTGAGE
    LOAN SCHEDULE		 

 


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure
	1	Barclays	Coleman
    Highline Phase IV	1189,
    1193, and 1199 Coleman Avenue	San
    Jose	CA	95110	Santa
    Clara	Office	657,934	SF
	2	Barclays	1888
    Century Park East	1888
    Century Park East	Los
    Angeles	CA	90067	Los
    Angeles	Office	502,510	SF
	3	Barclays	1100
    & 820 First Street NE	Various	Washington	DC	20002	District
    of Columbia	Office	655,071	SF
	3.01	Barclays	1100
    First Street NE	1100
    First Street Northeast	Washington	DC	20002	District
    of Columbia	Office	348,967	SF
	3.02	Barclays	820
    First Street NE	820
    First Street Northeast	Washington	DC	20002	District
    of Columbia	Office	306,104	SF
	4	BSPRT	Chicago
    Business Center	2600
    West 35th Street	Chicago	IL	 60632	Cook	Industrial	671,696	SF
	5	BSPRT	Chicago
    Marketplace	2455
    South Damen Avenue	Chicago	IL	 60608	Cook	Industrial	109,681	SF
	6	Barclays	The
    Summit	Various	Bellevue	WA	98004	King	Office	907,306	SF
	6.01	Barclays	Summit
    1, 2	355
    110th Avenue Northeast & 10885 Northeast 4th Street	Bellevue	WA	98004	King	Office	533,086	SF
	6.02	Barclays	Summit
    3	320
    108th Avenue Northeast	Bellevue	WA	98004	King	Office	374,220	SF
	7	LMF	CTDI
    Industrial	400
    River Ridge Parkway	Jeffersonville	IN	47130	Clark	Industrial	702,800	SF
	8	LMF	Singer
    Bronx Multifamily Portfolio	Various	Bronx	NY	Various	Bronx	Multifamily	291	Units
	8.01	LMF	3004
    Heath Avenue	3004
    Heath Avenue, 3011-3021 Heath Avenue and 3030 Heath Avenue	Bronx	NY	10463	Bronx	Multifamily	117	Units
	8.02	LMF	2500
    Webb Avenue	2500
    Webb Avenue	Bronx	NY	10468	Bronx	Multifamily	58	Units
	8.03	LMF	2487
    Grand Avenue	2487
    Grand Avenue	Bronx	NY	10468	Bronx	Multifamily	42	Units
	8.04	LMF	2497
    Grand Avenue	2497
    Grand Avenue	Bronx	NY	10468	Bronx	Multifamily	37	Units
	8.05	LMF	160
    West Kingsbridge Road	160
    West Kingsbridge Road	Bronx	NY	10463	Bronx	Multifamily	37	Units
	9	UBS
    AG	6700
    Paredes Line Road	6700
    Paredes Line Road	Brownsville	TX	78526	Cameron	Industrial	1,040,166	SF
	10	LMF	Rider
    Net Lease Portfolio	Various	Various	Various	Various	Various	Various	101,442	SF
	10.01	LMF	Walgreens
    - Aurora	15301
    East Iliff Avenue	Aurora	CO	80013	Arapahoe	Retail	14,176	SF
	10.02	LMF	DaVita
    - Santa Maria	1520
    North Broadway	Santa
    Maria	CA	93454	Santa
    Barbara	Office	10,150	SF
	10.03	LMF	Walgreens
    - Urbana	302
    East University Avenue	Urbana	IL	61802	Champaign	Retail	14,736	SF
	10.04	LMF	Fresenius
    - Houston	4407
    Yoakum Boulevard	Houston	TX	77006	Harris	Office	11,774	SF
	10.05	LMF	Walgreens
    - Chicago	3320
    West Fullerton Avenue	Chicago	IL	60647	Cook	Retail	11,159	SF
	10.06	LMF	Walgreens
    - Beverly Hills	1520
    South Valley Mills Drive	Beverly
    Hills	TX	76711	McLennan	Retail	13,905	SF
	10.07	LMF	Dollar
    General - Redding	2386
    South Bonnyview Road	Redding	CA	96001	Shasta	Retail	9,027	SF
	10.08	LMF	Dollar
    General - Savannah	418
    Johnny Mercer Boulevard	Savannah	GA	31410	Chatham	Retail	7,489	SF
	10.09	LMF	Dollar
    General - Maple Heights	5512
    Warrensville Center Road	Maple
    Heights	OH	44137	Cuyahoga	Retail	9,026	SF
	11	Natixis	Summit
    at Southpoint	6410,
    6420, 6430, 6440 Southpoint Parkway	Jacksonville	FL	32216	Duval	Office	265,190	SF
	12	SGFC	26
    Quincy Street	26
    Quincy Street	Brooklyn	NY	11238	New
    York	Multifamily	43	Units
	13	BSPRT	The
    Hallmark	13873
    Park Center Road	Herndon	VA	20171	Fairfax	Office	332,050	SF
	14	SGFC	Stanley
    Self-Storage Portfolio	Various	Various	Various	Various	Various	Self
    Storage	372,562	SF
	14.01	SGFC	Public
    Storage Cordova	475
    North Germantown Parkway	Cordova	TN	38018	Shelby	Self
    Storage	124,277	SF
	14.02	SGFC	CubeSmart
    Memphis	4875
    Stage Road	Memphis	TN	38128	Shelby	Self
    Storage	81,270	SF
	14.03	SGFC	CubeSmart
    Clarksville	1886
    Fort Campbell Boulevard	Clarksville	TN	37042	Montgomery	Self
    Storage	63,525	SF
	14.04	SGFC	Extra
    Space Baytown	3908
    Decker Drive	Baytown	TX	77520	Harris	Self
    Storage	103,490	SF
	15	Barclays	12000
    Biscayne Boulevard	12000
    Biscayne Boulevard	Miami	FL	33181	Miami-Dade	Office	155,869	SF
	16	SGFC	2183
    Third Avenue	2183
    Third Avenue	New
    York	NY	10035	New
    York	Multifamily	58	Units
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	1215
    Avila Beach Drive	San
    Luis Obispo	CA	93405	San
    Luis Obispo	Hospitality	72	Rooms
	18	Barclays	Nine
    + Eighteen Apartments	918
    Fort Wayne Avenue	Indianapolis	IN	46202	Marion	Multifamily	80	Units
	19	Natixis	6606
    Tussing Road	6606
    Tussing Road	Reynoldsburg	OH	43068	Franklin	Mixed
    Use	494,000	SF
	20	Barclays	Store-All
    Portfolio - Alabama	Various	Various	AL	Various	Various	Self
    Storage	212,345	SF
	20.01	Barclays	Highway
    14	603
    Jasmine Trail	Prattville	AL	36066	Autauga	Self
    Storage	61,220	SF
	20.02	Barclays	Autauga
    Station	558
    McQueen Smith Road North	Prattville	AL	36066	Autauga	Self
    Storage	62,025	SF
	20.03	Barclays	Airport	1040
    AL-14	Elmore	AL	36025	Elmore	Self
    Storage	31,250	SF
	20.04	Barclays	Deatsville	3236
    Deatsville Highway	Deatsville	AL	36022	Elmore	Self
    Storage	22,200	SF
	20.05	Barclays	Millbrook	3140
    AL-14	Millbrook	AL	36054	Elmore	Self
    Storage	20,050	SF
	20.06	Barclays	Store
    All East	4180
    AL-14	Millbrook	AL	36054	Elmore	Self
    Storage	15,600	SF
	21	SGFC	312
    97th St	312
    97th Street	Brooklyn	NY	11209	Kings	Mixed
    Use	23,979	SF
	22	Barclays	Old
    Courthouse Square	1291-1355
    Edwin Miller Boulevard	Martinsburg	WV	25404	Berkeley	Retail	201,966	SF
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	600
    Route 211 East	Middletown	NY	10941	Orange	Hospitality	95	Rooms
	24	SGFC	Buford
    Plaza	5600
    Buford Highway Northeast	Doraville	GA	30340	Dekalb	Retail	208,596	SF
	25	UBS
    AG	Hillcroft
    Shopping Center	5901
    Hillcroft Street	Houston	TX	77036	Harris	Retail	68,786	SF
	26	UBS
    AG	Fondo
    Nueve Portfolio	Various	Various	Various	Various	Various	Retail	35,130	SF
	26.01	UBS
    AG	Matteson
    Center	4800-4806
    West 211th Street	Matteson	IL	60443	Cook	Retail	11,906	SF
	26.02	UBS
    AG	University
    Square	4010
    Wards Road	Lynchburg	VA	24502	Lynchburg
    City	Retail	12,722	SF
	26.03	UBS
    AG	Cross
    Roads Plaza	4801
    211th Street	Matteson	IL	60443	Cook	Retail	10,502	SF
	27	Barclays	340
    Clifton Place	340
    Clifton Place	Brooklyn	NY	11216	Kings	Multifamily	15	Units
	28	Barclays	780
    Fifth Avenue	780
    Fifth Avenue	King
    of Prussia	PA	19406	Montgomery	Industrial	97,800	SF

 



     1


     


     


	BBCMS
    Mortgage Trust 2022-C14	 	 
	MORTGAGE
    LOAN SCHEDULE		 

 

	Sequence
    #	Seller	Property
    Name	Original
    Balance	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	1	Barclays	Coleman
    Highline Phase IV	70,000,000	70,000,000.00	Interest
    Only - ARD	147,533.51
    	Actual/360	2.49450%	0.02361%	2.47089%
	2	Barclays	1888
    Century Park East	70,000,000	70,000,000.00	Interest
    Only	156,168.46
    	Actual/360	2.64050%	0.01286%	2.62764%
	3	Barclays	1100
    & 820 First Street NE	60,000,000	60,000,000.00	Interest
    Only	152,210.07
    	Actual/360	3.00250%	0.01286%	2.98964%
	3.01	Barclays	1100
    First Street NE	35,963,033	35,963,033.18	 	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	24,036,967	24,036,966.82	 	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	35,280,000	35,233,338.50	Amortizing
    Balloon	168,941.00
    	Actual/360	4.02500%	0.01286%	4.01214%
	5	BSPRT	Chicago
    Marketplace	18,720,000	18,695,240.84	Amortizing
    Balloon	89,642.16
    	Actual/360	4.02500%	0.01286%	4.01214%
	6	Barclays	The
    Summit	50,000,000	50,000,000.00	Interest
    Only	124,708.33
    	Actual/360	2.95200%	0.03661%	2.91539%
	6.01	Barclays	Summit
    1, 2	27,914,286	27,914,285.71	 	 	 	 	 	 
	6.02	Barclays	Summit
    3	22,085,714	22,085,714.29	 	 	 	 	 	 
	7	LMF	CTDI
    Industrial	43,700,000	43,345,748.13	Amortizing
    Balloon	317,579.45
    	Actual/360	3.74000%	0.01286%	3.72714%
	8	LMF	Singer
    Bronx Multifamily Portfolio	39,000,000	39,000,000.00	Interest
    Only	136,418.75
    	Actual/360	4.14000%	0.01286%	4.12714%
	8.01	LMF	3004
    Heath Avenue	15,400,000	15,400,000.00	 	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	7,600,000	7,600,000.00	 	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	5,800,000	5,800,000.00	 	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	5,200,000	5,200,000.00	 	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	5,000,000	5,000,000.00	 	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	33,000,000	33,000,000.00	Interest
    Only	102,689.20
    	Actual/360	3.68300%	0.01286%	3.67014%
	10	LMF	Rider
    Net Lease Portfolio	29,600,000	29,600,000.00	Interest
    Only	103,538.33
    	Actual/360	4.14000%	0.01286%	4.12714%
	10.01	LMF	Walgreens
    - Aurora	5,310,000	5,310,000.00	 	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	4,495,000	4,495,000.00	 	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	4,300,000	4,300,000.00	 	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	4,140,000	4,140,000.00	 	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	3,940,000	3,940,000.00	 	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	3,140,000	3,140,000.00	 	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	1,860,000	1,860,000.00	 	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	1,230,000	1,230,000.00	 	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	1,185,000	1,185,000.00	 	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	27,225,000	27,063,598.54	 Amortizing
    Balloon 	123,578.40
    	Actual/360	3.58700%	0.01286%	3.57414%
	12	SGFC	26
    Quincy Street	23,200,000	23,200,000.00	Interest
    Only	71,791.78
    	Actual/360	3.66250%	0.01286%	3.64964%
	13	BSPRT	The
    Hallmark	22,000,000	21,936,257.39	Amortizing
    Balloon	100,021.98
    	Actual/360	3.60000%	0.01286%	3.58714%
	14	SGFC	Stanley
    Self-Storage Portfolio	21,900,000	21,854,275.18	Amortizing
    Balloon	106,260.07
    	Actual/360	3.21000%	0.01286%	3.19714%
	14.01	SGFC	Public
    Storage Cordova	8,566,300	8,548,414.50	 	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	5,090,300	5,079,672.01	 	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	4,257,200	4,248,311.43	 	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	3,986,200	3,977,877.25	 	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	21,500,000	21,500,000.00	Amortizing
    Balloon	103,078.59
    	Actual/360	4.03500%	0.01286%	4.02214%
	16	SGFC	2183
    Third Avenue	20,500,000	20,500,000.00	Interest
    Only	58,197.22
    	Actual/360	3.36000%	0.01286%	3.34714%
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	20,000,000	20,000,000.00	Interest
    Only	65,919.68
    	Actual/360	3.90100%	0.01286%	3.88814%
	18	Barclays	Nine
    + Eighteen Apartments	17,400,000	17,400,000.00	Interest
    Only	58,143.99
    	Actual/360	3.95500%	0.01286%	3.94214%
	19	Natixis	6606
    Tussing Road	16,500,000	16,500,000.00	 Interest
    Only 	54,425.56
    	Actual/360	3.90400%	0.01286%	3.89114%
	20	Barclays	Store-All
    Portfolio - Alabama	15,380,000	15,380,000.00	Interest
    Only, Amortizing Balloon	49,288.81
    	Actual/360	3.79300%	0.01286%	3.78014%
	20.01	Barclays	Highway
    14	4,607,714	4,607,714.00	 	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	4,066,185	4,066,185.00	 	 	 	 	 	 
	20.03	Barclays	Airport	2,352,028	2,352,028.00	 	 	 	 	 	 
	20.04	Barclays	Deatsville	1,670,880	1,670,880.00	 	 	 	 	 	 
	20.05	Barclays	Millbrook	1,509,061	1,509,061.00	 	 	 	 	 	 
	20.06	Barclays	Store
    All East	1,174,132	1,174,132.00	 	 	 	 	 	 
	21	SGFC	312
    97th St	13,250,000	13,250,000.00	Interest
    Only	42,440.33
    	Actual/360	3.79100%	0.01286%	3.77814%
	22	Barclays	Old
    Courthouse Square	13,125,000	13,125,000.00	Interest
    Only, Amortizing Balloon	38,325.00
    	Actual/360	3.45600%	0.01286%	3.44314%
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	12,500,000	12,482,687.28	Amortizing
    Balloon	58,301.61
    	Actual/360	3.80800%	0.01286%	3.79514%
	24	SGFC	Buford
    Plaza	12,000,000	11,981,321.08	Amortizing
    Balloon	52,158.92
    	Actual/360	3.24000%	0.01286%	3.22714%
	25	UBS
    AG	Hillcroft
    Shopping Center	11,600,000	11,584,707.10	Amortizing
    Balloon	55,648.01
    	Actual/360	4.04000%	0.01286%	4.02714%
	26	UBS
    AG	Fondo
    Nueve Portfolio	11,584,000	11,584,000.00	Interest
    Only	36,926.91
    	Actual/360	3.77290%	0.01286%	3.76004%
	26.01	UBS
    AG	Matteson
    Center	4,175,263	4,175,263.00	 	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	4,143,870	4,143,870.00	 	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	3,264,867	3,264,867.00	 	 	 	 	 	 
	27	Barclays	340
    Clifton Place	10,000,000	10,000,000.00	Interest
    Only	35,401.62
    	Actual/360	4.19000%	0.01286%	4.17714%
	28	Barclays	780
    Fifth Avenue	9,350,000	9,350,000.00	Interest
    Only, Amortizing Balloon	31,007.05
    	Actual/360	3.92500%	0.01286%	3.91214%

 



     2


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date	ARD
    Step Up (%)	Term	Rem.
    Term	Amort.
    Term	Rem.
    Amort.
	1	Barclays	Coleman
    Highline Phase IV	6	12/6/2026	4/6/2032	From
    and after the anticipated repayment date a rate per annum equal to the Initial Interest Rate plus two and a half percent (2.50%)	60	58	0	0
	2	Barclays	1888
    Century Park East	6	12/6/2031	12/6/2031	 	120	118	0	0
	3	Barclays	1100
    & 820 First Street NE	1	10/1/2031	10/1/2031	 	120	116	0	0
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	6	1/6/2032	1/6/2032	 	120	119	360	359
	5	BSPRT	Chicago
    Marketplace	6	1/6/2032	1/6/2032	 	120	119	360	359
	6	Barclays	The
    Summit	6	2/6/2029	2/6/2029	 	86	84	0	0
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 	 	 	 
	7	LMF	CTDI
    Industrial	6	12/6/2031	12/6/2031	 	120	118	180	178
	8	LMF	Singer
    Bronx Multifamily Portfolio	6	12/6/2031	12/6/2031	 	120	118	0	0
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	6	2/6/2032	2/6/2032	 	120	120	0	0
	10	LMF	Rider
    Net Lease Portfolio	6	1/6/2032	1/6/2032	 	120	119	0	0
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	5	10/5/2031	10/5/2031	 	120	116	360	356
	12	SGFC	26
    Quincy Street	1	11/1/2031	11/1/2031	 	120	117	0	0
	13	BSPRT	The
    Hallmark	6	12/6/2031	12/6/2031	 	120	118	360	358
	14	SGFC	Stanley
    Self-Storage Portfolio	1	1/1/2032	1/1/2032	 	120	119	300	299
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	1	2/1/2032	2/1/2032	 	120	120	360	360
	16	SGFC	2183
    Third Avenue	1	1/1/2032	1/1/2032	 	120	119	0	0
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	1	2/1/2032	2/1/2032	 	120	120	0	0
	18	Barclays	Nine
    + Eighteen Apartments	6	12/6/2031	12/6/2031	 	120	118	0	0
	19	Natixis	6606
    Tussing Road	5	11/5/2026	11/5/2026	 	60	57	0	0
	20	Barclays	Store-All
    Portfolio - Alabama	6	1/6/2032	1/6/2032	 	120	119	360	360
	20.01	Barclays	Highway
    14	 	 	 	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 	 	 	 
	21	SGFC	312
    97th St	1	2/1/2032	2/1/2032	 	120	120	0	0
	22	Barclays	Old
    Courthouse Square	6	12/6/2031	12/6/2031	 	120	118	360	360
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	6	1/6/2032	1/6/2032	 	120	119	360	359
	24	SGFC	Buford
    Plaza	1	1/1/2032	1/1/2032	 	120	119	360	359
	25	UBS
    AG	Hillcroft
    Shopping Center	6	1/6/2032	1/6/2032	 	120	119	360	359
	26	UBS
    AG	Fondo
    Nueve Portfolio	6	1/6/2032	1/6/2032	 	120	119	0	0
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 	 	 	 
	27	Barclays	340
    Clifton Place	6	2/6/2032	2/6/2032	 	120	120	0	0
	28	Barclays	780
    Fifth Avenue	6	1/6/2032	1/6/2032	 	120	119	360	360

 



     3


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Crossed
    Loan	Original
    String	Title
    Type	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	1	Barclays	Coleman
    Highline Phase IV	NAP	L(26),DorYM1(29),O(5)	Fee	0	0
    	0
    	Springing	 
	2	Barclays	1888
    Century Park East	NAP	L(6),YM1(20),DorYM1(88),O(6)	Fee	5	0
    	0
    	Springing	 
	3	Barclays	1100
    & 820 First Street NE	NAP	L(35),DorYM1(81),O(4)	 	0	0
    	478,017
    	478,017
    	Cash
	3.01	Barclays	1100
    First Street NE	 	 	Fee	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	Fee	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	Yes	L(25),D(91),O(4)	Fee	0	1,090,000
    	375,973
    	41,775
    	Cash
	5	BSPRT	Chicago
    Marketplace	Yes	L(25),D(91),O(4)	Fee	0	0
    	249,178
    	27,686
    	Cash
	6	Barclays	The
    Summit	NAP	L(24),YM1(2),DorYM1(53),O(7)	 	0	0
    	0
    	Springing	 
	6.01	Barclays	Summit
    1, 2	 	 	Fee	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	Fee	 	 	 	 	 
	7	LMF	CTDI
    Industrial	NAP	L(26),D(90),O(4)	Fee	0	0
    	0
    	Springing	 
	8	LMF	Singer
    Bronx Multifamily Portfolio	NAP	L(24),YM1(92),O(4)	 	5	27,000
    	60,608
    	57,722
    	Cash
	8.01	LMF	3004
    Heath Avenue	 	 	Fee	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	Fee	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	Fee	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	Fee	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	Fee	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	NAP	L(24),D(90),O(6)	Fee	0	0
    	162,083
    	35,236
    	Cash
	10	LMF	Rider
    Net Lease Portfolio	NAP	L(25),D(91),O(4)	 	0	0
    	28,682
    	5,463
    	Cash
	10.01	LMF	Walgreens
    - Aurora	 	 	Fee	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	Fee	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	Fee	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	Fee	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	Fee	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	Fee	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	Fee	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	Fee	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	Fee	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	NAP	L(4),YM1(113),O(3)	Fee	0	7,500
    	439,085
    	38,671
    	Cash
	12	SGFC	26
    Quincy Street	NAP	L(27),D(89),O(4)	Fee	5	0
    	20,988
    	4,198
    	Cash
	13	BSPRT	The
    Hallmark	NAP	L(26),D(90),O(4)	Fee	0	85,663
    	158,253
    	63,301
    	Cash
	14	SGFC	Stanley
    Self-Storage Portfolio	NAP	L(25),D(91),O(4)	 	0	54,970
    	91,438
    	43,434
    	Cash
	14.01	SGFC	Public
    Storage Cordova	 	 	Fee	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	Fee	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	Fee	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	Fee	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	NAP	L(24),D(92),O(4)	Fee	5	4,000
    	97,496
    	32,499
    	Cash
	16	SGFC	2183
    Third Avenue	NAP	L(25),D(90),O(5)	Fee	0	0
    	4,674
    	4,674
    	Cash
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	NAP	L(24),D(92),O(4)	Fee	5	33,375
    	23,315
    	23,315
    	Cash
	18	Barclays	Nine
    + Eighteen Apartments	NAP	L(26),D(90),O(4)	Fee	5	0
    	4,593
    	2,297
    	Cash
	19	Natixis	6606
    Tussing Road	NAP	L(27),D(30),O(3)	Fee	0	1,600
    	188,070
    	37,614
    	Cash
	20	Barclays	Store-All
    Portfolio - Alabama	NAP	L(25),D(91),O(4)	 	0	41,413
    	19,125
    	4,781
    	Cash
	20.01	Barclays	Highway
    14	 	 	Fee	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	Fee	 	 	 	 	 
	20.03	Barclays	Airport	 	 	Fee	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	Fee	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	Fee	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	Fee	 	 	 	 	 
	21	SGFC	312
    97th St	NAP	L(24),D(92),O(4)	Fee	0	2,188
    	59,709
    	29,855
    	Cash
	22	Barclays	Old
    Courthouse Square	NAP	L(26),D(90),O(4)	Fee	0	17,000
    	74,810
    	18,702
    	Cash
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	NAP	L(25),D(91),O(4)	Fee	5	0
    	16,806
    	16,806
    	Cash
	24	SGFC	Buford
    Plaza	NAP	L(25),D(91),O(4)	Fee	5	180,126
    	191,250
    	31,875
    	Cash
	25	UBS
    AG	Hillcroft
    Shopping Center	NAP	L(25),D(91),O(4)	Fee	0	0
    	32,371
    	20,232
    	Cash
	26	UBS
    AG	Fondo
    Nueve Portfolio	NAP	L(25),D(91),O(4)	 	0	11,160
    	69,711
    	17,428
    	Cash
	26.01	UBS
    AG	Matteson
    Center	 	 	Fee	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	Fee	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	Fee	 	 	 	 	 
	27	Barclays	340
    Clifton Place	NAP	L(24),D(92),O(4)	Fee	0	0
    	24,212
    	12,106
    	Cash
	28	Barclays	780
    Fifth Avenue	NAP	L(25),D(91),O(4)	Fee	5	15,950
    	63,898
    	10,650
    	Cash

 



     4


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap	Capex
    Escrow Cash or LOC
	1	Barclays	Coleman
    Highline Phase IV	 	0
    	Springing	 	 	0
    	Springing	263,174
    	 
	2	Barclays	1888
    Century Park East	 	0
    	Springing	 	 	0
    	Springing	201,004
    	 
	3	Barclays	1100
    & 820 First Street NE	 	0
    	Springing	 	 	0
    	10,918
    	131,014
    	 
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	 	0
    	Springing	 	 	0
    	9,207
    	0
    	 
	5	BSPRT	Chicago
    Marketplace	 	0
    	Springing	 	 	0
    	2,376
    	0
    	 
	6	Barclays	The
    Summit	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 	 	 	 	 
	7	LMF	CTDI
    Industrial	 	0
    	Springing	 	 	0
    	5,857
    	210,840
    	 
	8	LMF	Singer
    Bronx Multifamily Portfolio	 	115,258
    	12,197
    	Cash	 	0
    	4,877
    	0
    	 
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	 	78,972
    	8,226
    	Cash	 	0
    	8,668
    	312,050
    	 
	10	LMF	Rider
    Net Lease Portfolio	 	1,829
    	871
    	Cash	 	0
    	160
    	0
    	 
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	 	35,463
    	17,731
    	Cash	 	0
    	5,476
    	0
    	 
	12	SGFC	26
    Quincy Street	 	6,119
    	2,040
    	Cash	 	0
    	Springing	0
    	 
	13	BSPRT	The
    Hallmark	 	0
    	Springing	 	 	0
    	6,926
    	249,000
    	 
	14	SGFC	Stanley
    Self-Storage Portfolio	 	62,879
    	6,288
    	Cash	 	0
    	3,370
    	0
    	 
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	 	0
    	Springing	 	 	0
    	2,598
    	0
    	 
	16	SGFC	2183
    Third Avenue	 	18,966
    	2,371
    	Cash	 	0
    	1,409
    	0
    	 
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	 	110,783
    	27,696
    	Cash	 	0
    	41,934
    	1,000,000
    	 
	18	Barclays	Nine
    + Eighteen Apartments	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	19	Natixis	6606
    Tussing Road	 	31,381
    	5,230
    	Cash	 	0
    	4,549
    	0
    	 
	20	Barclays	Store-All
    Portfolio - Alabama	 	0
    	Springing	 	 	0
    	1,825
    	109,472
    	 
	20.01	Barclays	Highway
    14	 	 	 	 	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 	 	 	 	 
	21	SGFC	312
    97th St	 	8,317
    	2,079
    	Cash	 	0
    	313
    	0
    	 
	22	Barclays	Old
    Courthouse Square	 	0
    	Springing	 	 	405,000
    	Springing	90,000
    	Cash
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	 	3,699
    	3,699
    	Cash	 	0
    	14,964
    	0
    	 
	24	SGFC	Buford
    Plaza	 	56,014
    	4,668
    	Cash	 	0
    	2,607
    	0
    	 
	25	UBS
    AG	Hillcroft
    Shopping Center	 	27,472
    	3,194
    	Cash	 	0
    	894
    	42,917
    	 
	26	UBS
    AG	Fondo
    Nueve Portfolio	 	5,590
    	1,553
    	Cash	 	0
    	439
    	21,081
    	 
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 	 	 	 	 
	27	Barclays	340
    Clifton Place	 	9,976
    	1,247
    	Cash	 	0
    	538
    	0
    	 
	28	Barclays	780
    Fifth Avenue	 	0
    	Springing	 	 	0
    	815
    	0
    	 

 



     5


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of Capex Escrow LOC	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	1	Barclays	Coleman
    Highline Phase IV	 	0
    	Springing	0
    	 	 
	2	Barclays	1888
    Century Park East	 	7,850,385
    	Springing	1,507,530
    	Cash	 
	3	Barclays	1100
    & 820 First Street NE	 	0
    	81,884
    	2,947,820
    	 	 
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	 	640,000
    	22,784
    	0
    	Cash	 
	5	BSPRT	Chicago
    Marketplace	 	260,000
    	3,656
    	0
    	Cash	 
	6	Barclays	The
    Summit	 	0
    	Springing	0
    	 	 
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 	 
	7	LMF	CTDI
    Industrial	 	0
    	14,642
    	0
    	 	 
	8	LMF	Singer
    Bronx Multifamily Portfolio	 	0
    	358
    	0
    	 	 
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	 	0
    	13,002
    	468,075
    	 	 
	10	LMF	Rider
    Net Lease Portfolio	 	0
    	Springing	0
    	 	 
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	 	500,000
    	22,099
    	1,000,000
    	Cash	 
	12	SGFC	26
    Quincy Street	 	0
    	0
    	0
    	 	 
	13	BSPRT	The
    Hallmark	 	750,000
    	41,557
    	1,500,000
    	Cash	 
	14	SGFC	Stanley
    Self-Storage Portfolio	 	0
    	0
    	0
    	 	 
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	 	1,200,000
    	Springing	1,000,000
    	Cash	 
	16	SGFC	2183
    Third Avenue	 	0
    	417
    	0
    	 	 
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	 	0
    	0
    	0
    	 	 
	18	Barclays	Nine
    + Eighteen Apartments	 	0
    	0
    	0
    	 	 
	19	Natixis	6606
    Tussing Road	 	300,000
    	0
    	0
    	Cash	 
	20	Barclays	Store-All
    Portfolio - Alabama	 	0
    	0
    	0
    	 	 
	20.01	Barclays	Highway
    14	 	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 	 
	21	SGFC	312
    97th St	 	0
    	805
    	0
    	 	 
	22	Barclays	Old
    Courthouse Square	 	328,000
    	Springing	328,000
    	Cash	 
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	 	0
    	0
    	0
    	 	 
	24	SGFC	Buford
    Plaza	 	50,000
    	9,167
    	500,000
    	Cash	 
	25	UBS
    AG	Hillcroft
    Shopping Center	 	300,000
    	5,067
    	0
    	Cash	 
	26	UBS
    AG	Fondo
    Nueve Portfolio	 	50,000
    	5,562
    	270,000
    	Cash	 
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 	 
	27	Barclays	340
    Clifton Place	 	0
    	0
    	0
    	 	 
	28	Barclays	780
    Fifth Avenue	 	50,000
    	4,075
    	300,000
    	Cash	 

 



     6


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC	Upfront
    Other Description
	1	Barclays	Coleman
    Highline Phase IV	0
    	0
    	 	 	Oath
    Holdings Free Rent Reserve (Upfront: $10,790,117.60), Specified Tenant Rollover Reserve (Monthly: Springing)
	2	Barclays	1888
    Century Park East	0
    	0
    	 	 	 
	3	Barclays	1100
    & 820 First Street NE	0
    	0
    	 	 	Unfunded
    Obligations Reserve
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	0
    	0
    	 	 	CBS
    Reserve
	5	BSPRT	Chicago
    Marketplace	0
    	0
    	 	 	 
	6	Barclays	The
    Summit	0
    	0
    	 	 	Outstanding
    TI/LC Reserves ($6,942,143); Gap/Free Rent Account ($2,958,400)
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 
	7	LMF	CTDI
    Industrial	0
    	0
    	 	 	 
	8	LMF	Singer
    Bronx Multifamily Portfolio	0
    	0
    	 	 	 
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	0
    	0
    	 	 	Survey
    Delivery Reserve ($6,300,000.00), TATILC Reserve ($506,911.50)
	10	LMF	Rider
    Net Lease Portfolio	0
    	0
    	 	 	 
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	0
    	0
    	 	 	Outstanding
    TI/LC Reserve ($1,289,121.35), Rent Abatement Reserve ($291,176.21), Holdback Reserve ($1,750,000)
	12	SGFC	26
    Quincy Street	0
    	0
    	 	 	421-a
    Affordable Units Leasing Reserve
	13	BSPRT	The
    Hallmark	0
    	0
    	 	 	 
	14	SGFC	Stanley
    Self-Storage Portfolio	0
    	0
    	 	 	 
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	0
    	0
    	 	 	Outstanding
    TI Reserve ($570,821.43), Free Rent Reserve ($52,200)
	16	SGFC	2183
    Third Avenue	0
    	0
    	 	 	 
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	0
    	0
    	 	 	 
	18	Barclays	Nine
    + Eighteen Apartments	0
    	0
    	 	 	 
	19	Natixis	6606
    Tussing Road	0
    	0
    	 	 	General
    Reserve
	20	Barclays	Store-All
    Portfolio - Alabama	0
    	0
    	 	 	 
	20.01	Barclays	Highway
    14	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 
	21	SGFC	312
    97th St	0
    	0
    	 	 	Abatement
    Reserve
	22	Barclays	Old
    Courthouse Square	0
    	0
    	 	 	Existing
    TI/LC Obligations Reserve ($241,264.00), Gap Rent Reserve ($153,721.35)
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	0
    	0
    	 	 	PIP
    Reserve
	24	SGFC	Buford
    Plaza	0
    	0
    	 	 	Farmer’s
    Market Free Rent Reserve
	25	UBS
    AG	Hillcroft
    Shopping Center	0
    	0
    	 	 	TATILC
    Reserve
	26	UBS
    AG	Fondo
    Nueve Portfolio	0
    	0
    	 	 	Existing
    Violations Reserve ($50,000), Rent Replications Reserve ($15,437.50), Unfunded Obligations Reserve ($3,015)
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 
	27	Barclays	340
    Clifton Place	0
    	0
    	 	 	 
	28	Barclays	780
    Fifth Avenue	0
    	0
    	 	 	Refined
    Plastics Reserve

 



     7


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve	Other
    Monthly Description	Monthly
    Other Reserve	Other
    Reserve Cap	Other
    Reserve Cash or LOC
	1	Barclays	Coleman
    Highline Phase IV	10,790,118
    	Oath
    Holdings Free Rent Reserve (Upfront: $10,790,117.60), Specified Tenant Rollover Reserve (Monthly: Springing)	Springing	0
    	Cash
	2	Barclays	1888
    Century Park East	0
    	 	0
    	0
    	 
	3	Barclays	1100
    & 820 First Street NE	12,101,008
    	Unfunded
    Obligations Reserve	0
    	0
    	Cash
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	978,000
    	CBS
    Reserve	0
    	0
    	Cash
	5	BSPRT	Chicago
    Marketplace	0
    	 	0
    	0
    	 
	6	Barclays	The
    Summit	9,900,543
    	Outstanding
    TI/LC Reserves ($6,942,143); Gap/Free Rent Account ($2,958,400)	0
    	0
    	Cash
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 
	7	LMF	CTDI
    Industrial	0
    	 	0
    	0
    	 
	8	LMF	Singer
    Bronx Multifamily Portfolio	0
    	 	0
    	0
    	 
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	6,806,912
    	Survey
    Delivery Reserve ($6,300,000.00), TATILC Reserve ($506,911.50)	0
    	0
    	Cash
	10	LMF	Rider
    Net Lease Portfolio	0
    	 	0
    	0
    	 
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	3,330,298
    	Outstanding
    TI/LC Reserve ($1,289,121.35), Rent Abatement Reserve ($291,176.21), Holdback Reserve ($1,750,000)	0
    	0
    	Cash
	12	SGFC	26
    Quincy Street	367,950
    	421-a
    Affordable Units Leasing Reserve	0
    	0
    	Cash
	13	BSPRT	The
    Hallmark	0
    	 	0
    	0
    	 
	14	SGFC	Stanley
    Self-Storage Portfolio	0
    	 	0
    	0
    	 
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	623,021
    	Outstanding
    TI Reserve ($570,821.43), Free Rent Reserve ($52,200)	0
    	0
    	Cash
	16	SGFC	2183
    Third Avenue	0
    	 	0
    	0
    	 
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	0
    	 	0
    	0
    	 
	18	Barclays	Nine
    + Eighteen Apartments	0
    	 	0
    	0
    	 
	19	Natixis	6606
    Tussing Road	350,000
    	General
    Reserve	0
    	0
    	Cash
	20	Barclays	Store-All
    Portfolio - Alabama	0
    	 	0
    	0
    	 
	20.01	Barclays	Highway
    14	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 
	21	SGFC	312
    97th St	4,250,000
    	Abatement
    Reserve	0
    	0
    	Cash
	22	Barclays	Old
    Courthouse Square	394,985
    	Existing
    TI/LC Obligations Reserve ($241,264.00), Gap Rent Reserve ($153,721.35)	0
    	0
    	Cash
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	250,000
    	PIP
    Reserve	Springing	0
    	Cash
	24	SGFC	Buford
    Plaza	118,051
    	Farmer’s
    Market Free Rent Reserve	0
    	0
    	Cash
	25	UBS
    AG	Hillcroft
    Shopping Center	30,000
    	TATILC
    Reserve	0
    	0
    	Cash
	26	UBS
    AG	Fondo
    Nueve Portfolio	68,453
    	Existing
    Violations Reserve ($50,000), Rent Replications Reserve ($15,437.50), Unfunded Obligations Reserve ($3,015)	0
    	0
    	Cash
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 
	27	Barclays	340
    Clifton Place	0
    	 	0
    	0
    	 
	28	Barclays	780
    Fifth Avenue	77,400
    	Refined
    Plastics Reserve	0
    	0
    	Cash

 



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Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of Other Escrow LOC	Holdback
    Amt	Description
    of LOC	Letter
    of Credit	Lockbox
    Type
	1	Barclays	Coleman
    Highline Phase IV	 	NAP	NAP	No	Hard
	2	Barclays	1888
    Century Park East	 	NAP	NAP	No	Hard
	3	Barclays	1100
    & 820 First Street NE	 	NAP	NAP	No	Hard
	3.01	Barclays	1100
    First Street NE	 	 	 	 	 
	3.02	Barclays	820
    First Street NE	 	 	 	 	 
	4	BSPRT	Chicago
    Business Center	 	NAP	NAP	No	Hard
	5	BSPRT	Chicago
    Marketplace	 	NAP	NAP	No	Hard
	6	Barclays	The
    Summit	 	NAP	NAP	No	Hard
	6.01	Barclays	Summit
    1, 2	 	 	 	 	 
	6.02	Barclays	Summit
    3	 	 	 	 	 
	7	LMF	CTDI
    Industrial	 	NAP	NAP	No	Springing
	8	LMF	Singer
    Bronx Multifamily Portfolio	 	NAP	NAP	No	Springing
	8.01	LMF	3004
    Heath Avenue	 	 	 	 	 
	8.02	LMF	2500
    Webb Avenue	 	 	 	 	 
	8.03	LMF	2487
    Grand Avenue	 	 	 	 	 
	8.04	LMF	2497
    Grand Avenue	 	 	 	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 	 	 	 
	9	UBS
    AG	6700
    Paredes Line Road	 	NAP	NAP	No	Hard
	10	LMF	Rider
    Net Lease Portfolio	 	NAP	NAP	No	Springing
	10.01	LMF	Walgreens
    - Aurora	 	 	 	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 	 	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 	 	 	 
	10.04	LMF	Fresenius
    - Houston	 	 	 	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 	 	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 	 	 	 
	10.07	LMF	Dollar
    General - Redding	 	 	 	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 	 	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 	 	 	 
	11	Natixis	Summit
    at Southpoint	 	1,750,000
    	NAP	No	Hard
	12	SGFC	26
    Quincy Street	 	367,950
    	NAP	No	Springing
	13	BSPRT	The
    Hallmark	 	NAP	NAP	No	Springing
	14	SGFC	Stanley
    Self-Storage Portfolio	 	NAP	NAP	No	Springing
	14.01	SGFC	Public
    Storage Cordova	 	 	 	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 	 	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 	 	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 	 	 	 
	15	Barclays	12000
    Biscayne Boulevard	 	NAP	NAP	No	Hard
	16	SGFC	2183
    Third Avenue	 	NAP	NAP	No	Springing
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	 	NAP	NAP	No	Springing
	18	Barclays	Nine
    + Eighteen Apartments	 	NAP	NAP	No	Springing
	19	Natixis	6606
    Tussing Road	 	NAP	NAP	No	Hard
	20	Barclays	Store-All
    Portfolio - Alabama	 	NAP	NAP	No	Springing
	20.01	Barclays	Highway
    14	 	 	 	 	 
	20.02	Barclays	Autauga
    Station	 	 	 	 	 
	20.03	Barclays	Airport	 	 	 	 	 
	20.04	Barclays	Deatsville	 	 	 	 	 
	20.05	Barclays	Millbrook	 	 	 	 	 
	20.06	Barclays	Store
    All East	 	 	 	 	 
	21	SGFC	312
    97th St	 	NAP	NAP	No	Springing
	22	Barclays	Old
    Courthouse Square	 	NAP	NAP	No	Hard
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	 	NAP	NAP	No	Hard
	24	SGFC	Buford
    Plaza	 	NAP	NAP	No	Hard
	25	UBS
    AG	Hillcroft
    Shopping Center	 	NAP	NAP	No	Hard
	26	UBS
    AG	Fondo
    Nueve Portfolio	 	NAP	NAP	No	Hard
	26.01	UBS
    AG	Matteson
    Center	 	 	 	 	 
	26.02	UBS
    AG	University
    Square	 	 	 	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 	 	 	 
	27	Barclays	340
    Clifton Place	 	NAP	NAP	No	Soft
	28	Barclays	780
    Fifth Avenue	 	NAP	NAP	No	Springing

 



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Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Borrower
    Name	Sponsor
	1	Barclays	Coleman
    Highline Phase IV	SJCCRE1
    LLC	AGC
    Equity Partners Investments Ltd.
	2	Barclays	1888
    Century Park East	FSP-1888
    Century Park East, LLC	Fifth
    Street Properties, LLC
	3	Barclays	1100
    & 820 First Street NE	UNIZO
    Real Estate DC Three, LLC and UNIZO Real Estate DC Four, LLC	UNIZO
    Holdings U.S., LLC
	3.01	Barclays	1100
    First Street NE	 	 
	3.02	Barclays	820
    First Street NE	 	 
	4	BSPRT	Chicago
    Business Center	NEA
    CMP Chicago Business Center, LLC 	Gloria
    Flores Soto
	5	BSPRT	Chicago
    Marketplace	NEA
    Chicago Marketplace, LLC	Gloria
    Flores Soto
	6	Barclays	The
    Summit	KRE
    Summit 1, 2, Owner LLC and KRE Summit 3 Owner LLC	KKR
    Property Partners Americas (EEA) SCSp and KKR Property Partners Americas L.P.
	6.01	Barclays	Summit
    1, 2	 	 
	6.02	Barclays	Summit
    3	 	 
	7	LMF	CTDI
    Industrial	JP
    400 River Ridge LLC	Jeffersonville
    Partners, LLC
	8	LMF	Singer
    Bronx Multifamily Portfolio	MGSA
    I LLC, MGSA II LLC, MGSA III LLC, MGSA IV LLC, MGSA VII LLC, MGSA VIII LLC and 2500 Webb LLC	Barry
    Singer
	8.01	LMF	3004
    Heath Avenue	 	 
	8.02	LMF	2500
    Webb Avenue	 	 
	8.03	LMF	2487
    Grand Avenue	 	 
	8.04	LMF	2497
    Grand Avenue	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 
	9	UBS
    AG	6700
    Paredes Line Road	Phoenix
    Brownsville Industrial Investors LLC	Phoenix
    Investors
	10	LMF	Rider
    Net Lease Portfolio	Rider
    Family Portfolio LLC	Dean
    L. Rider, M.D., Dean L. Rider, M.D. Living Trust dated December 2, 2004 and Rider Limited Partnership
	10.01	LMF	Walgreens
    - Aurora	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 
	10.04	LMF	Fresenius
    - Houston	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 
	10.07	LMF	Dollar
    General - Redding	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 
	11	Natixis	Summit
    at Southpoint	Summit
    at Southpoint Investors LLC and 2150 AR Realty LLC	Aron
    Rosenberg and Baruch Rosenberg
	12	SGFC	26
    Quincy Street	26
    Quincy LLC	Pinchos
    Loketch and Allan Lebovits
	13	BSPRT	The
    Hallmark	BRIT-Hallmark
    Building LLC	BRIT
    Limited Partnership
	14	SGFC	Stanley
    Self-Storage Portfolio	Storage
    Five Holding One LLC	Kreg
    N. Stanley, Billy L. Stanley and Christopher J. Catania
	14.01	SGFC	Public
    Storage Cordova	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 
	15	Barclays	12000
    Biscayne Boulevard	Brandon
    of B, LLC and Gotham 55th Associates, L.P. 	Clifford
    M. Stein
	16	SGFC	2183
    Third Avenue	East
    119th Street Development LLC	Sharon
    Kahen and Haim Levy
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	Sycamore
    Mineral Springs LLC	John
    G. King
	18	Barclays	Nine
    + Eighteen Apartments	FWA
    Apartments II LLC	J.
    Michael Eaton, Kevin Powell, Stephen Powell, Joseph Walker and Matthew Nolley
	19	Natixis	6606
    Tussing Road	Tussing
    Owner I, LLC and Tussing Owner II, LLC	Jeffrey
    Greenberg
	20	Barclays	Store-All
    Portfolio - Alabama	FultonBSH
    SAAL I, LLC, FultonBSH SAAL II, LLC, FultonBSH SAAL III, LLC, FultonBSH SAAL IV, LLC, FultonBSH SAAL V, LLC and FultonBSH
    SAAL VI, LLC	George
    Thacker, Lawrence Charles Kaplan and Richard Schontz
	20.01	Barclays	Highway
    14	 	 
	20.02	Barclays	Autauga
    Station	 	 
	20.03	Barclays	Airport	 	 
	20.04	Barclays	Deatsville	 	 
	20.05	Barclays	Millbrook	 	 
	20.06	Barclays	Store
    All East	 	 
	21	SGFC	312
    97th St	9703
    LLC	Alina
    Cherny and Vladimir Slobodyansky
	22	Barclays	Old
    Courthouse Square	Triple
    BAR Courthouse Square, LLC	Robert
    V. Gothier, Jr. and Mark X. Disanto
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	Matteo
    Middletown LLC	Jin
    Zhang
	24	SGFC	Buford
    Plaza	Buford
    Highway Shopping Center, LLC	Rafat
    Shaikh
	25	UBS
    AG	Hillcroft
    Shopping Center	HTSP,
    LTD.	Harry
    N. Shani, Suresh R. Nainani and Pradip V. Seernani
	26	UBS
    AG	Fondo
    Nueve Portfolio	VF9
    MATT1 LLC, VF9 MATT2 LLC and VF9 UNSQ, LLC	Jose
    Chacalo Hilu and Elias Husni Hanono
	26.01	UBS
    AG	Matteson
    Center	 	 
	26.02	UBS
    AG	University
    Square	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 
	27	Barclays	340
    Clifton Place	CSC
    340 Clifton LLC	Salomon
    Smeke Saba and Alberto Smeke Saba
	28	Barclays	780
    Fifth Avenue	VV780
    LLC	Zachary
    Moore and Anthony Grelli, Jr.

 



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Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Primary
    Servicing Fee Rate	Total
    Servicing Fee Rate
	1	Barclays	Coleman
    Highline Phase IV	0.01200%	0.01325%
	2	Barclays	1888
    Century Park East	0.00125%	0.00250%
	3	Barclays	1100
    & 820 First Street NE	0.00125%	0.00250%
	3.01	Barclays	1100
    First Street NE	 	 
	3.02	Barclays	820
    First Street NE	 	 
	4	BSPRT	Chicago
    Business Center	0.00125%	0.00250%
	5	BSPRT	Chicago
    Marketplace	0.00125%	0.00250%
	6	Barclays	The
    Summit	0.02500%	0.02625%
	6.01	Barclays	Summit
    1, 2	 	 
	6.02	Barclays	Summit
    3	 	 
	7	LMF	CTDI
    Industrial	0.00125%	0.00250%
	8	LMF	Singer
    Bronx Multifamily Portfolio	0.00125%	0.00250%
	8.01	LMF	3004
    Heath Avenue	 	 
	8.02	LMF	2500
    Webb Avenue	 	 
	8.03	LMF	2487
    Grand Avenue	 	 
	8.04	LMF	2497
    Grand Avenue	 	 
	8.05	LMF	160
    West Kingsbridge Road	 	 
	9	UBS
    AG	6700
    Paredes Line Road	0.00125%	0.00250%
	10	LMF	Rider
    Net Lease Portfolio	0.00125%	0.00250%
	10.01	LMF	Walgreens
    - Aurora	 	 
	10.02	LMF	DaVita
    - Santa Maria	 	 
	10.03	LMF	Walgreens
    - Urbana	 	 
	10.04	LMF	Fresenius
    - Houston	 	 
	10.05	LMF	Walgreens
    - Chicago	 	 
	10.06	LMF	Walgreens
    - Beverly Hills	 	 
	10.07	LMF	Dollar
    General - Redding	 	 
	10.08	LMF	Dollar
    General - Savannah	 	 
	10.09	LMF	Dollar
    General - Maple Heights	 	 
	11	Natixis	Summit
    at Southpoint	0.00125%	0.00250%
	12	SGFC	26
    Quincy Street	0.00125%	0.00250%
	13	BSPRT	The
    Hallmark	0.00125%	0.00250%
	14	SGFC	Stanley
    Self-Storage Portfolio	0.00125%	0.00250%
	14.01	SGFC	Public
    Storage Cordova	 	 
	14.02	SGFC	CubeSmart
    Memphis	 	 
	14.03	SGFC	CubeSmart
    Clarksville	 	 
	14.04	SGFC	Extra
    Space Baytown	 	 
	15	Barclays	12000
    Biscayne Boulevard	0.00125%	0.00250%
	16	SGFC	2183
    Third Avenue	0.00125%	0.00250%
	17	SGFC	Sycamore
    Mineral Springs Resort - Avila Beach	0.00125%	0.00250%
	18	Barclays	Nine
    + Eighteen Apartments	0.00125%	0.00250%
	19	Natixis	6606
    Tussing Road	0.00125%	0.00250%
	20	Barclays	Store-All
    Portfolio - Alabama	0.00125%	0.00250%
	20.01	Barclays	Highway
    14	 	 
	20.02	Barclays	Autauga
    Station	 	 
	20.03	Barclays	Airport	 	 
	20.04	Barclays	Deatsville	 	 
	20.05	Barclays	Millbrook	 	 
	20.06	Barclays	Store
    All East	 	 
	21	SGFC	312
    97th St	0.00125%	0.00250%
	22	Barclays	Old
    Courthouse Square	0.00125%	0.00250%
	23	Barclays	Home
    2 Suites by Hilton-Middletown, NY	0.00125%	0.00250%
	24	SGFC	Buford
    Plaza	0.00125%	0.00250%
	25	UBS
    AG	Hillcroft
    Shopping Center	0.00125%	0.00250%
	26	UBS
    AG	Fondo
    Nueve Portfolio	0.00125%	0.00250%
	26.01	UBS
    AG	Matteson
    Center	 	 
	26.02	UBS
    AG	University
    Square	 	 
	26.03	UBS
    AG	Cross
    Roads Plaza	 	 
	27	Barclays	340
    Clifton Place	0.00125%	0.00250%
	28	Barclays	780
    Fifth Avenue	0.00125%	0.00250%

 



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Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State	Zip
    Code	County	Property
    Type	Total
    SF/Units	Unit
    of Measure
	29	Barclays	Dunedin
    Plaza Shopping Center	912-956
    Patricia Avenue	Dunedin	FL	34698	Pinellas	Retail	103,371	SF
	30	Natixis	Dupont
    Medical Building	1234
    19th Street Northwest	Washington	DC	20036	District
    of Columbia	Office	32,498	SF
	31	SGFC	Drusilla
    Village 	3446
    Drusilla Lane	Baton
    Rouge	LA	70809	East
    Baton Rouge	Retail	140,806	SF
	32	LMF	The
    Storage Inn	3000
    Highway 77 South	Lynn
    Haven	FL	32444	Bay	Self
    Storage	147,260	SF
	33	Barclays	Arroyo
    Los Angeles	5933
    Monterey Road	Los
    Angeles	CA	90042	Los
    Angeles	Multifamily	56	Units
	34	LMF	A-Affordable
    Storage - Waxahachie	4770
    East FM 875	Midlothian	TX	76065	Ellis	Self
    Storage	371,108	SF
	35	Barclays	John’s
    Storage	12801
    Inkster Road	Livonia	MI	48150	Wayne	Self
    Storage	187,925	SF
	36	SGFC	Canal
    Garden Flats	1548
    Canal Farm Lane	Los
    Banos	CA	93635	Merced	Multifamily	56	Units
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	9075
    Mac Drive	Punta
    Gorda	FL	33950	Charlotte	Hospitality	94	Rooms
	38	Barclays	1210
    Stanbridge Street	1210
    Stanbridge Street	Norristown	PA	19401	Montgomery	Industrial	125,793	SF
	39	LMF	Beehive
    Self Storage	1890
    Wall Avenue	Ogden	UT	84401	Weber	Self
    Storage	74,358	SF
	40	Barclays	27
    East 7th Street	27
    East 7th Street	New
    York	NY	10003	New
    York	Multifamily	11	Units
	41	UBS
    AG	Comfort
    Suites - Florence	5905
    Merchants Street	Florence	KY	41042	Boone	Hospitality	84	Rooms
	42	LMF	Dutta
    MHC Portfolio	Various	Various	Various	Various	Various	Manufactured
    Housing	224	Pads
	42.01	LMF	Woodview
    MHC	6988
    Ready Avenue	Warren	MI	48091	Macomb	Manufactured
    Housing	91	Pads
	42.02	LMF	Pelham
    MHC	4128
    Pelham Street	Dearborn
    Heights	MI	48125	Wayne	Manufactured
    Housing	66	Pads
	42.03	LMF	Creekwood
    MHC	3350
    South Main Street	Middletown	OH	45044	Butler	Manufactured
    Housing	67	Pads
	43	Barclays	Gulf
    Breeze Self Storage	3120
    Gulf Breeze Parkway	Gulf
    Breeze	FL	32563	Santa
    Rosa	Self
    Storage	55,855	SF
	44	LMF	537
    Grand Street	537
    Grand Street	Brooklyn	NY	11211	Kings	Mixed
    Use	7,877	SF
	45	LMF	Leland
    Storage	1218
    West Gate Drive	Leland	NC	28451	Brunswick	Self
    Storage	54,775	SF
	46	Barclays	Walgreens
    - Waldorf	2970
    Shasho Place	Waldorf	MD	20603	Charles	Retail	14,820	SF
	47	LMF	Grand
    Self Storage & MHC	416
    Williamstown Road	Sicklerville	NJ	08081	Camden	Mixed
    Use	64,800	SF
	48	Barclays	Ocoee
    Corners	11010
    West Colonial Drive	Ocoee	FL	34761	Orange	Retail	14,845	SF
	49	LMF	3480
    Boston Road	3480-3490
    Boston Road	Bronx	NY	10469	Bronx	Retail	10,676	SF
	50	Barclays	Walgreens
    Longview	3301
    4th Street	Longview	TX	75605	Gregg	Retail	14,118	SF
	51	Barclays	Walgreens
    - Fairlawn	3009
    West Market Street	Fairlawn	OH	44333	Summit	Retail	14,820	SF
	52	LMF	Cameron
    Park Apartments	4214
    Product Drive and 4231 Product Drive	Cameron
    Park	CA	95682	El
    Dorado	Multifamily	38	Units
	53	Barclays	Walgreens
    - Frankfort	385
    Versailles Road	Frankfort	KY	40601	Franklin	Retail	14,500	SF
	54	Barclays	Walgreens
    St. Clair Shores	25015
    Little Mack Avenue	Saint
    Clair Shores	MI	48080	Macomb	Retail	14,490	SF
	55	Barclays	La
    Crosse Industrial	3235-3239
    Airport Road	La
    Crosse	WI	54603	La
    Crosse	Industrial	102,671	SF
	56	LMF	Warren
    Plaza Strip Center	3450
    Dodge Street	Dubuque	IA	52003	Dubuque	Retail	10,676	SF
	57	UBS
    AG	Draper
    J Office	2930
    West County Highway 30A	Santa
    Rosa Beach	FL	32459	Walton	Office	10,567	SF

 



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	BBCMS
    Mortgage Trust 2022-C14	 	 
	MORTGAGE
    LOAN SCHEDULE		 

 

	Sequence
    #	Seller	Property
    Name	Original
    Balance	Current
    Balance	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	29	Barclays	Dunedin
    Plaza Shopping Center	8,900,000	8,887,712.23	Amortizing
    Balloon	41,586.82
    	Actual/360	3.82300%	0.01286%	3.81014%
	30	Natixis	Dupont
    Medical Building	8,600,000	8,600,000.00	 Interest
    Only 	25,104.73
    	Actual/360	3.45500%	0.01286%	3.44214%
	31	SGFC	Drusilla
    Village 	8,600,000	8,588,143.94	Amortizing
    Balloon	40,219.34
    	Actual/360	3.83000%	0.01286%	3.81714%
	32	LMF	The
    Storage Inn	8,200,000	8,200,000.00	Interest
    Only, Amortizing Balloon	35,749.72
    	Actual/360	5.16000%	0.01286%	5.14714%
	33	Barclays	Arroyo
    Los Angeles	8,100,000	8,100,000.00	Interest
    Only	24,192.66
    	Actual/360	3.53500%	0.01286%	3.52214%
	34	LMF	A-Affordable
    Storage - Waxahachie	7,750,000	7,740,989.08	Amortizing
    Balloon	39,776.27
    	Actual/360	4.61000%	0.01286%	4.59714%
	35	Barclays	John’s
    Storage	7,700,000	7,700,000.00	Interest
    Only	24,058.40
    	Actual/360	3.69800%	0.01286%	3.68514%
	36	SGFC	Canal
    Garden Flats	7,700,000	7,700,000.00	Interest
    Only, Amortizing Balloon	27,265.75
    	Actual/360	4.19100%	0.01286%	4.17814%
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	7,560,000	7,552,079.21	Amortizing
    Balloon	40,861.39
    	Actual/360	5.06000%	0.01286%	5.04714%
	38	Barclays	1210
    Stanbridge Street	7,550,000	7,539,281.45	Amortizing
    Balloon	34,708.68
    	Actual/360	3.69000%	0.01286%	3.67714%
	39	LMF	Beehive
    Self Storage	7,500,000	7,500,000.00	Interest
    Only	21,735.24
    	Actual/360	3.43000%	0.01286%	3.41714%
	40	Barclays	27
    East 7th Street	7,300,000	7,300,000.00	Interest
    Only	26,151.57
    	Actual/360	4.24000%	0.01286%	4.22714%
	41	UBS
    AG	Comfort
    Suites - Florence	7,500,000	7,135,755.43	Amortizing
    Balloon	41,131.73
    	Actual/360	4.36900%	0.01286%	4.35614%
	42	LMF	Dutta
    MHC Portfolio	5,850,000	5,843,074.42	Amortizing
    Balloon	29,745.46
    	Actual/360	4.53000%	0.01286%	4.51714%
	42.01	LMF	Woodview
    MHC	2,350,000	2,347,217.93	 	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	2,000,000	1,997,632.28	 	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	1,500,000	1,498,224.21	 	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	5,550,000	5,550,000.00	Interest
    Only	22,461.44
    	Actual/360	4.79000%	0.01286%	4.77714%
	44	LMF	537
    Grand Street	5,550,000	5,550,000.00	Interest
    Only	18,710.05
    	Actual/360	3.99000%	0.01286%	3.97714%
	45	LMF	Leland
    Storage	5,350,000	5,350,000.00	Interest
    Only, Amortizing Balloon	20,521.96
    	Actual/360	4.54000%	0.01286%	4.52714%
	46	Barclays	Walgreens
    - Waldorf	5,250,000	5,250,000.00	Interest
    Only	16,279.25
    	Actual/360	3.67000%	0.01286%	3.65714%
	47	LMF	Grand
    Self Storage & MHC	5,200,000	5,200,000.00	Interest
    Only	19,902.64
    	Actual/360	4.53000%	0.01286%	4.51714%
	48	Barclays	Ocoee
    Corners	5,175,000	5,175,000.00	Interest
    Only	15,981.11
    	Actual/360	3.65500%	0.01286%	3.64214%
	49	LMF	3480
    Boston Road	5,000,000	5,000,000.00	Interest
    Only	17,743.06
    	Actual/360	4.20000%	0.01286%	4.18714%
	50	Barclays	Walgreens
    Longview	5,000,000	5,000,000.00	Interest
    Only	16,691.15
    	Actual/360	3.95100%	0.01286%	3.93814%
	51	Barclays	Walgreens
    - Fairlawn	4,840,000	4,840,000.00	Interest
    Only	16,324.69
    	Actual/360	3.99200%	0.01286%	3.97914%
	52	LMF	Cameron
    Park Apartments	4,450,000	4,450,000.00	Interest
    Only	14,588.17
    	Actual/360	3.88000%	0.01286%	3.86714%
	53	Barclays	Walgreens
    - Frankfort	4,400,000	4,400,000.00	Interest
    Only	13,967.00
    	Actual/360	3.75700%	0.01286%	3.74414%
	54	Barclays	Walgreens
    St. Clair Shores	4,100,000	4,100,000.00	Interest
    Only	11,414.28
    	Actual/360	3.29500%	0.01286%	3.28214%
	55	Barclays	La
    Crosse Industrial	4,100,000	4,100,000.00	Interest
    Only	11,556.31
    	Actual/360	3.33600%	0.01286%	3.32314%
	56	LMF	Warren
    Plaza Strip Center	3,750,000	3,750,000.00	Interest
    Only, Amortizing Balloon	14,194.44
    	Actual/360	4.48000%	0.01286%	4.46714%
	57	UBS
    AG	Draper
    J Office	3,132,725	3,128,343.98	Amortizing
    Balloon	14,529.48
    	Actual/360	3.76200%	0.01286%	3.74914%

 



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Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date	ARD
    Step Up (%)	Term	Rem.
    Term	Amort.
    Term	Rem.
    Amort.
	29	Barclays	Dunedin
    Plaza Shopping Center	6	1/6/2032	1/6/2032	 	120	119	360	359
	30	Natixis	Dupont
    Medical Building	5	11/5/2031	11/5/2031	 	120	117	0	0
	31	SGFC	Drusilla
    Village 	1	1/1/2032	1/1/2032	 	120	119	360	359
	32	LMF	The
    Storage Inn	6	1/6/2032	1/6/2032	 	120	119	360	360
	33	Barclays	Arroyo
    Los Angeles	6	2/6/2032	2/6/2032	 	121	120	0	0
	34	LMF	A-Affordable
    Storage - Waxahachie	6	1/6/2032	1/6/2032	 	120	119	360	359
	35	Barclays	John’s
    Storage	6	1/6/2032	1/6/2032	 	120	119	0	0
	36	SGFC	Canal
    Garden Flats	1	12/1/2031	12/1/2031	 	120	118	360	360
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	6	1/6/2032	1/6/2032	 	120	119	360	359
	38	Barclays	1210
    Stanbridge Street	6	1/6/2032	1/6/2032	 	120	119	360	359
	39	LMF	Beehive
    Self Storage	6	12/6/2031	12/6/2031	 	120	118	0	0
	40	Barclays	27
    East 7th Street	6	2/6/2032	2/6/2032	 	120	120	0	0
	41	UBS
    AG	Comfort
    Suites - Florence	6	12/6/2029	12/6/2029	 	120	94	300	274
	42	LMF	Dutta
    MHC Portfolio	6	1/6/2032	1/6/2032	 	120	119	360	359
	42.01	LMF	Woodview
    MHC	 	 	 	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	6	1/6/2027	1/6/2027	 	60	59	0	0
	44	LMF	537
    Grand Street	6	1/6/2032	1/6/2032	 	120	119	0	0
	45	LMF	Leland
    Storage	6	1/6/2032	1/6/2032	 	120	119	360	360
	46	Barclays	Walgreens
    - Waldorf	6	1/6/2032	1/6/2032	 	120	119	0	0
	47	LMF	Grand
    Self Storage & MHC	6	12/6/2026	12/6/2026	 	60	58	0	0
	48	Barclays	Ocoee
    Corners	6	12/6/2031	12/6/2031	 	120	118	0	0
	49	LMF	3480
    Boston Road	6	1/6/2032	1/6/2032	 	120	119	0	0
	50	Barclays	Walgreens
    Longview	6	1/6/2032	1/6/2032	 	120	119	0	0
	51	Barclays	Walgreens
    - Fairlawn	6	2/6/2032	2/6/2032	 	120	120	0	0
	52	LMF	Cameron
    Park Apartments	6	1/6/2032	1/6/2032	 	120	119	0	0
	53	Barclays	Walgreens
    - Frankfort	6	1/6/2032	1/6/2032	 	120	119	0	0
	54	Barclays	Walgreens
    St. Clair Shores	6	1/6/2032	1/6/2032	 	120	119	0	0
	55	Barclays	La
    Crosse Industrial	6	1/6/2032	1/6/2032	 	120	119	0	0
	56	LMF	Warren
    Plaza Strip Center	6	1/6/2032	1/6/2032	 	120	119	360	360
	57	UBS
    AG	Draper
    J Office	6	1/6/2032	1/6/2032	 	120	119	360	359

 



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BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Crossed
    Loan	Original
    String	Title
    Type	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	29	Barclays	Dunedin
    Plaza Shopping Center	NAP	L(25),D(88),O(7)	Fee	0	37,468
    	24,834
    	12,417
    	Cash
	30	Natixis	Dupont
    Medical Building	NAP	L(27),D(89),O(4)	Fee
    / Leasehold	0	54,375
    	40,847
    	20,423
    	Cash
	31	SGFC	Drusilla
    Village 	NAP	L(25),D(91),O(4)	Fee	0	1,015,817
    	20,930
    	10,467
    	Cash
	32	LMF	The
    Storage Inn	NAP	L(25),D(91),O(4)	Fee	0	0
    	5,969
    	5,969
    	Cash
	33	Barclays	Arroyo
    Los Angeles	NAP	L(25),D(92),O(4)	Fee	0	0
    	6,889
    	3,445
    	Cash
	34	LMF	A-Affordable
    Storage - Waxahachie	NAP	L(25),D(91),O(4)	Fee	0	0
    	8,286
    	7,892
    	Cash
	35	Barclays	John’s
    Storage	NAP	L(25),D(91),O(4)	Fee	0	115,266
    	14,638
    	7,319
    	Cash
	36	SGFC	Canal
    Garden Flats	NAP	L(36),YM1(80),O(4)	Fee	0	8,375
    	4,607
    	4,607
    	Cash
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	NAP	L(25),D(91),O(4)	Fee	0	0
    	83,414
    	7,222
    	Cash
	38	Barclays	1210
    Stanbridge Street	NAP	L(25),D(91),O(4)	Fee	5	7,425
    	56,046
    	9,341
    	Cash
	39	LMF	Beehive
    Self Storage	NAP	L(23),YM1(90),O(7)	Fee	0	0
    	7,533
    	3,587
    	Cash
	40	Barclays	27
    East 7th Street	NAP	L(24),YM1(89),O(7)	Fee	0	0
    	38,007
    	12,669
    	Cash
	41	UBS
    AG	Comfort
    Suites - Florence	NAP	L(36),YM3(14),D(66),O(4)	Fee	0	0
    	16,243
    	6,247
    	Cash
	42	LMF	Dutta
    MHC Portfolio	NAP	L(25),D(91),O(4)	 	0	48,938
    	20,711
    	4,931
    	Cash
	42.01	LMF	Woodview
    MHC	 	 	Fee	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	Fee	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	Fee	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	NAP	L(25),D(31),O(4)	Fee	0	0
    	8,190
    	4,095
    	Cash
	44	LMF	537
    Grand Street	NAP	L(25),D(91),O(4)	Fee	0	0
    	13,020
    	6,200
    	Cash
	45	LMF	Leland
    Storage	NAP	L(25),D(91),O(4)	Fee	0	0
    	7,684
    	3,659
    	Cash
	46	Barclays	Walgreens
    - Waldorf	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	Springing	 
	47	LMF	Grand
    Self Storage & MHC	NAP	L(26),D(30),O(4)	Fee	0	11,563
    	13,394
    	4,252
    	Cash
	48	Barclays	Ocoee
    Corners	NAP	L(23),YM1(93),O(4)	Fee	0	0
    	13,167
    	6,584
    	Cash
	49	LMF	3480
    Boston Road	NAP	L(25),D(91),O(4)	Fee	0	14,688
    	27,861
    	8,845
    	Cash
	50	Barclays	Walgreens
    Longview	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	Springing	 
	51	Barclays	Walgreens
    - Fairlawn	NAP	L(24),D(92),O(4)	Fee	5	0
    	0
    	Springing	 
	52	LMF	Cameron
    Park Apartments	NAP	L(25),D(91),O(4)	Fee	0	0
    	20,160
    	5,040
    	Cash
	53	Barclays	Walgreens
    - Frankfort	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	0
    	 
	54	Barclays	Walgreens
    St. Clair Shores	NAP	L(25),D(91),O(4)	Fee	0	0
    	0
    	Springing	 
	55	Barclays	La
    Crosse Industrial	NAP	L(25),D(88),O(7)	Fee	0	0
    	8,062
    	8,062
    	Cash
	56	LMF	Warren
    Plaza Strip Center	NAP	L(25),D(91),O(4)	Fee	0	0
    	20,549
    	3,914
    	Cash
	57	UBS
    AG	Draper
    J Office	NAP	L(25),D(91),O(4)	Fee	0	0
    	4,596
    	1,277
    	Cash

 



     15


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap	Capex
    Escrow Cash or LOC
	29	Barclays	Dunedin
    Plaza Shopping Center	 	80,853
    	6,219
    	Cash	 	0
    	1,551
    	0
    	 
	30	Natixis	Dupont
    Medical Building	 	7,218
    	Springing	Cash	 	188,713
    	Springing	94,357
    	Cash
	31	SGFC	Drusilla
    Village 	 	72,847
    	8,322
    	Cash	 	0
    	1,760
    	0
    	 
	32	LMF	The
    Storage Inn	 	15,493
    	7,746
    	Cash	 	0
    	1,841
    	0
    	 
	33	Barclays	Arroyo
    Los Angeles	 	0
    	Springing	 	 	0
    	Springing	42,000
    	 
	34	LMF	A-Affordable
    Storage - Waxahachie	 	35,372
    	2,591
    	Cash	 	0
    	1,344
    	48,375
    	 
	35	Barclays	John’s
    Storage	 	0
    	Springing	 	 	0
    	877
    	0
    	 
	36	SGFC	Canal
    Garden Flats	 	7,145
    	3,572
    	Cash	 	0
    	1,167
    	0
    	 
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	 	12,204
    	5,811
    	Cash	 	0
    	8,116
    	507,600
    	 
	38	Barclays	1210
    Stanbridge Street	 	0
    	Springing	 	 	0
    	1,048
    	0
    	 
	39	LMF	Beehive
    Self Storage	 	6,074
    	964
    	Cash	 	50,000
    	Springing	50,000
    	Cash
	40	Barclays	27
    East 7th Street	 	2,446
    	1,223
    	Cash	 	0
    	229
    	5,502
    	 
	41	UBS
    AG	Comfort
    Suites - Florence	 	11,136
    	1,989
    	Cash	 	0
    	9,084
    	0
    	 
	42	LMF	Dutta
    MHC Portfolio	 	3,828
    	911
    	Cash	 	0
    	933
    	0
    	 
	42.01	LMF	Woodview
    MHC	 	 	 	 	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	 	5,979
    	2,990
    	Cash	 	0
    	Springing	0
    	 
	44	LMF	537
    Grand Street	 	7,069
    	842
    	Cash	 	0
    	187
    	0
    	 
	45	LMF	Leland
    Storage	 	4,984
    	2,373
    	Cash	 	0
    	456
    	0
    	 
	46	Barclays	Walgreens
    - Waldorf	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	47	LMF	Grand
    Self Storage & MHC	 	1,490
    	473
    	Cash	 	0
    	700
    	0
    	 
	48	Barclays	Ocoee
    Corners	 	1,606
    	1,606
    	Cash	 	0
    	186
    	11,134
    	 
	49	LMF	3480
    Boston Road	 	7,175
    	1,139
    	Cash	 	0
    	133
    	4,804
    	 
	50	Barclays	Walgreens
    Longview	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	51	Barclays	Walgreens
    - Fairlawn	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	52	LMF	Cameron
    Park Apartments	 	12,892
    	1,842
    	Cash	 	0
    	792
    	0
    	 
	53	Barclays	Walgreens
    - Frankfort	 	0
    	Springing	 	 	0
    	Springing	0
    	 
	54	Barclays	Walgreens
    St. Clair Shores	 	284
    	142
    	Cash	 	0
    	Springing	0
    	 
	55	Barclays	La
    Crosse Industrial	 	1,871
    	935
    	Cash	 	0
    	1,368
    	0
    	 
	56	LMF	Warren
    Plaza Strip Center	 	690
    	329
    	Cash	 	0
    	133
    	0
    	 
	57	UBS
    AG	Draper
    J Office	 	4,741
    	1,823
    	Cash	 	0
    	245
    	0
    	 

 



     16


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of Capex Escrow LOC	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	29	Barclays	Dunedin
    Plaza Shopping Center	 	0
    	8,614
    	250,000
    	 	 
	30	Natixis	Dupont
    Medical Building	 	100,000
    	4,062
    	200,000
    	Cash	 
	31	SGFC	Drusilla
    Village 	 	250,000
    	Springing	400,000
    	Cash	 
	32	LMF	The
    Storage Inn	 	0
    	194
    	0
    	 	 
	33	Barclays	Arroyo
    Los Angeles	 	0
    	0
    	0
    	 	 
	34	LMF	A-Affordable
    Storage - Waxahachie	 	0
    	0
    	0
    	 	 
	35	Barclays	John’s
    Storage	 	0
    	0
    	0
    	 	 
	36	SGFC	Canal
    Garden Flats	 	0
    	0
    	0
    	 	 
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	 	0
    	0
    	0
    	 	 
	38	Barclays	1210
    Stanbridge Street	 	375,000
    	Springing	375,000
    	Cash	 
	39	LMF	Beehive
    Self Storage	 	0
    	0
    	0
    	 	 
	40	Barclays	27
    East 7th Street	 	0
    	0
    	0
    	 	 
	41	UBS
    AG	Comfort
    Suites - Florence	 	0
    	0
    	0
    	 	 
	42	LMF	Dutta
    MHC Portfolio	 	0
    	0
    	0
    	 	 
	42.01	LMF	Woodview
    MHC	 	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	 	0
    	0
    	0
    	 	 
	44	LMF	537
    Grand Street	 	0
    	136
    	0
    	 	 
	45	LMF	Leland
    Storage	 	0
    	0
    	0
    	 	 
	46	Barclays	Walgreens
    - Waldorf	 	0
    	Springing	0
    	 	 
	47	LMF	Grand
    Self Storage & MHC	 	0
    	0
    	0
    	 	 
	48	Barclays	Ocoee
    Corners	 	137,900
    	1,237
    	74,225
    	Cash	 
	49	LMF	3480
    Boston Road	 	0
    	890
    	32,028
    	 	 
	50	Barclays	Walgreens
    Longview	 	0
    	Springing	0
    	 	 
	51	Barclays	Walgreens
    - Fairlawn	 	0
    	Springing	0
    	 	 
	52	LMF	Cameron
    Park Apartments	 	0
    	0
    	0
    	 	 
	53	Barclays	Walgreens
    - Frankfort	 	0
    	Springing	0
    	 	 
	54	Barclays	Walgreens
    St. Clair Shores	 	0
    	Springing	0
    	 	 
	55	Barclays	La
    Crosse Industrial	 	0
    	2,139
    	128,340
    	 	 
	56	LMF	Warren
    Plaza Strip Center	 	0
    	1,335
    	0
    	 	 
	57	UBS
    AG	Draper
    J Office	 	40,000
    	1,473
    	47,500
    	Cash	 

 



     17


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC	Upfront
    Other Description
	29	Barclays	Dunedin
    Plaza Shopping Center	0
    	0
    	 	 	OctaPharma
    Abatement Reserve
	30	Natixis	Dupont
    Medical Building	0
    	0
    	 	 	Outstanding
    TI/LC Reserve ($360,055), Rent Abatement Reserve ($168,112.40)
	31	SGFC	Drusilla
    Village 	0
    	0
    	 	 	 
	32	LMF	The
    Storage Inn	0
    	0
    	 	 	 
	33	Barclays	Arroyo
    Los Angeles	0
    	0
    	 	 	 
	34	LMF	A-Affordable
    Storage - Waxahachie	0
    	0
    	 	 	 
	35	Barclays	John’s
    Storage	0
    	0
    	 	 	 
	36	SGFC	Canal
    Garden Flats	0
    	0
    	 	 	Outstanding
    Rent Holdback Reserve
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	0
    	0
    	 	 	 
	38	Barclays	1210
    Stanbridge Street	0
    	0
    	 	 	 
	39	LMF	Beehive
    Self Storage	0
    	0
    	 	 	 
	40	Barclays	27
    East 7th Street	0
    	0
    	 	 	 
	41	UBS
    AG	Comfort
    Suites - Florence	0
    	0
    	 	 	Seasonality
    Reserve
	42	LMF	Dutta
    MHC Portfolio	0
    	0
    	 	 	Woodview
    Mobile Home Demolition Reserve
	42.01	LMF	Woodview
    MHC	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	0
    	0
    	 	 	 
	44	LMF	537
    Grand Street	0
    	0
    	 	 	Condominium
    Common Charge
	45	LMF	Leland
    Storage	0
    	0
    	 	 	 
	46	Barclays	Walgreens
    - Waldorf	0
    	0
    	 	 	 
	47	LMF	Grand
    Self Storage & MHC	0
    	0
    	 	 	 
	48	Barclays	Ocoee
    Corners	0
    	0
    	 	 	Existing
    TI/LC Obligations Reserve ($133,000.00), Anchor Tenant Reserve (Monthly: Springing; Cap: 141,600)
	49	LMF	3480
    Boston Road	0
    	0
    	 	 	 
	50	Barclays	Walgreens
    Longview	0
    	0
    	 	 	 
	51	Barclays	Walgreens
    - Fairlawn	0
    	0
    	 	 	 
	52	LMF	Cameron
    Park Apartments	0
    	0
    	 	 	 
	53	Barclays	Walgreens
    - Frankfort	0
    	0
    	 	 	 
	54	Barclays	Walgreens
    St. Clair Shores	0
    	0
    	 	 	 
	55	Barclays	La
    Crosse Industrial	0
    	0
    	 	 	 
	56	LMF	Warren
    Plaza Strip Center	0
    	0
    	 	 	 
	57	UBS
    AG	Draper
    J Office	0
    	0
    	 	 	Prepaid
    Rent Reserve

 



     18


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve	Other
    Monthly Description	Monthly
    Other Reserve	Other
    Reserve Cap	Other
    Reserve Cash or LOC
	29	Barclays	Dunedin
    Plaza Shopping Center	108,530
    	OctaPharma
    Abatement Reserve	0
    	0
    	Cash
	30	Natixis	Dupont
    Medical Building	528,167
    	Outstanding
    TI/LC Reserve ($360,055), Rent Abatement Reserve ($168,112.40)	0
    	0
    	Cash
	31	SGFC	Drusilla
    Village 	0
    	 	0
    	0
    	 
	32	LMF	The
    Storage Inn	0
    	 	0
    	0
    	 
	33	Barclays	Arroyo
    Los Angeles	0
    	 	0
    	0
    	 
	34	LMF	A-Affordable
    Storage - Waxahachie	0
    	 	0
    	0
    	 
	35	Barclays	John’s
    Storage	0
    	 	0
    	0
    	 
	36	SGFC	Canal
    Garden Flats	44,570
    	Outstanding
    Rent Holdback Reserve	0
    	0
    	Cash
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	0
    	 	0
    	0
    	 
	38	Barclays	1210
    Stanbridge Street	0
    	 	0
    	0
    	 
	39	LMF	Beehive
    Self Storage	0
    	 	0
    	0
    	 
	40	Barclays	27
    East 7th Street	0
    	 	0
    	0
    	 
	41	UBS
    AG	Comfort
    Suites - Florence	110,000
    	Seasonality
    Reserve	Springing	0
    	Cash
	42	LMF	Dutta
    MHC Portfolio	10,000
    	Woodview
    Mobile Home Demolition Reserve	0
    	0
    	Cash
	42.01	LMF	Woodview
    MHC	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	0
    	 	0
    	0
    	 
	44	LMF	537
    Grand Street	0
    	Condominium
    Common Charge	Springing	0
    	 
	45	LMF	Leland
    Storage	0
    	 	0
    	0
    	 
	46	Barclays	Walgreens
    - Waldorf	0
    	 	0
    	0
    	 
	47	LMF	Grand
    Self Storage & MHC	0
    	 	0
    	0
    	 
	48	Barclays	Ocoee
    Corners	133,000
    	Existing
    TI/LC Obligations Reserve ($133,000.00), Anchor Tenant Reserve (Monthly: Springing; Cap: 141,600)	Springing	141,600
    	Cash
	49	LMF	3480
    Boston Road	0
    	 	0
    	0
    	 
	50	Barclays	Walgreens
    Longview	0
    	 	0
    	0
    	 
	51	Barclays	Walgreens
    - Fairlawn	0
    	 	0
    	0
    	 
	52	LMF	Cameron
    Park Apartments	0
    	 	0
    	0
    	 
	53	Barclays	Walgreens
    - Frankfort	0
    	 	0
    	0
    	 
	54	Barclays	Walgreens
    St. Clair Shores	0
    	 	0
    	0
    	 
	55	Barclays	La
    Crosse Industrial	0
    	 	0
    	0
    	 
	56	LMF	Warren
    Plaza Strip Center	0
    	 	0
    	0
    	 
	57	UBS
    AG	Draper
    J Office	15,975
    	Prepaid
    Rent Reserve	0
    	0
    	Cash

 



     19


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of Other Escrow LOC	Holdback
    Amt	Description
    of LOC	Letter
    of Credit	Lockbox
    Type
	29	Barclays	Dunedin
    Plaza Shopping Center	 	NAP	NAP	No	Hard
	30	Natixis	Dupont
    Medical Building	 	NAP	NAP	No	Hard
	31	SGFC	Drusilla
    Village 	 	NAP	NAP	No	Springing
	32	LMF	The
    Storage Inn	 	NAP	NAP	No	Springing
	33	Barclays	Arroyo
    Los Angeles	 	NAP	NAP	No	Springing
	34	LMF	A-Affordable
    Storage - Waxahachie	 	NAP	NAP	No	Springing
	35	Barclays	John’s
    Storage	 	NAP	NAP	No	Springing
	36	SGFC	Canal
    Garden Flats	 	44,570
    	NAP	No	Springing
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	 	NAP	NAP	No	Springing
	38	Barclays	1210
    Stanbridge Street	 	NAP	NAP	No	Hard
	39	LMF	Beehive
    Self Storage	 	NAP	NAP	No	Springing
	40	Barclays	27
    East 7th Street	 	NAP	NAP	No	Springing
	41	UBS
    AG	Comfort
    Suites - Florence	 	NAP	NAP	No	Springing
	42	LMF	Dutta
    MHC Portfolio	 	NAP	NAP	No	Springing
	42.01	LMF	Woodview
    MHC	 	 	 	 	 
	42.02	LMF	Pelham
    MHC	 	 	 	 	 
	42.03	LMF	Creekwood
    MHC	 	 	 	 	 
	43	Barclays	Gulf
    Breeze Self Storage	 	NAP	NAP	No	Springing
	44	LMF	537
    Grand Street	 	NAP	NAP	No	Springing
	45	LMF	Leland
    Storage	 	NAP	NAP	No	Springing
	46	Barclays	Walgreens
    - Waldorf	 	NAP	NAP	No	Hard
	47	LMF	Grand
    Self Storage & MHC	 	NAP	NAP	No	Springing
	48	Barclays	Ocoee
    Corners	 	NAP	NAP	No	Springing
	49	LMF	3480
    Boston Road	 	NAP	NAP	No	Springing
	50	Barclays	Walgreens
    Longview	 	NAP	NAP	No	Hard
	51	Barclays	Walgreens
    - Fairlawn	 	NAP	NAP	No	Hard
	52	LMF	Cameron
    Park Apartments	 	NAP	NAP	No	Springing
	53	Barclays	Walgreens
    - Frankfort	 	NAP	NAP	No	Hard
	54	Barclays	Walgreens
    St. Clair Shores	 	NAP	NAP	No	Hard
	55	Barclays	La
    Crosse Industrial	 	NAP	NAP	No	Hard
	56	LMF	Warren
    Plaza Strip Center	 	NAP	NAP	No	Springing
	57	UBS
    AG	Draper
    J Office	 	NAP	NAP	No	Springing

 



     20


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Borrower
    Name	Sponsor
	29	Barclays	Dunedin
    Plaza Shopping Center	Hillcrest
    Investors Ltd	Herbert
    A. Tobin
	30	Natixis	Dupont
    Medical Building	1234
    Associates Limited Partnership, Dupont Dirt, LLC and Medical Dirt, LLC	Michael
    Minkoff and Shelton Zuckerman
	31	SGFC	Drusilla
    Village 	JRE
    Drusilla Village Investment, LLC	Donald
    M. Jarreau, Jr. and Clarke M. Williams, III
	32	LMF	The
    Storage Inn	The
    Storage Inn, LLC	Cynthia
    Dantzler Hammond and Brent Shearer
	33	Barclays	Arroyo
    Los Angeles	Monterey
    60 LP	Todd
    Wexman
	34	LMF	A-Affordable
    Storage - Waxahachie	A-Affordable
    Boat, RV & Mini Storage - Waxahachie, LLC	Mitchell
    Guy Breeden
	35	Barclays	John’s
    Storage	Fultonbsh
    LVMI I, LLC	George
    Thacker, Lawrence Charles Kaplan and Richard Schontz
	36	SGFC	Canal
    Garden Flats	Garden
    Living Homes, LLC	Raul
    Luna and Rocio Luna
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	PG
    Hex LLC	Anthony
    Dubbaneh
	38	Barclays	1210
    Stanbridge Street	VV1210
    LLC	Zachary
    Moore and Anthony Grelli, Jr.
	39	LMF	Beehive
    Self Storage	Joseph’s
    Lucky Ducks, LLC dba Beehive Self Storage	Jeffrey
    Paul Johnson
	40	Barclays	27
    East 7th Street	27
    E. 7th St LLC	Jay
    Wartski and Timothy D. O’Reilly
	41	UBS
    AG	Comfort
    Suites - Florence	SEVA
    at Merchants Square, LLC and SEVA Hospitality CSF, Inc.	Vijay
    Narsinghani
	42	LMF	Dutta
    MHC Portfolio	Cosmonet
    - Woodview LLC, Cosmonet-Pelham LLC and Cosmonet-Creekwood LLC	Prabin
    Dutta and Sangeeta Dutta
	42.01	LMF	Woodview
    MHC	 	 
	42.02	LMF	Pelham
    MHC	 	 
	42.03	LMF	Creekwood
    MHC	 	 
	43	Barclays	Gulf
    Breeze Self Storage	Gulf
    Breeze Storage, LLC	Brian
    Finger and Randall Reese
	44	LMF	537
    Grand Street	101
    Grand LLC	Saul
    Shauli, Uri Cohen, Adam Shauli, Yehuda Zaragarov and Guy Cohen
	45	LMF	Leland
    Storage	CMB
    Leland Storage, LLC and SMJ Leland Storage, LLC	Christopher
    Michael Brown and Sarah Margaret Johnson
	46	Barclays	Walgreens
    - Waldorf	Tsoumpas
    333 Maryland Group, LLC	Michael
    Tsoumpas
	47	LMF	Grand
    Self Storage & MHC	Grand
    Storage WC LLC	Michael
    Friedman
	48	Barclays	Ocoee
    Corners	Ferraro
    Realty Group Ocoee LLC	Peter
    Ferraro, Jr.
	49	LMF	3480
    Boston Road	E
    & A Bronx LLC	Andrew
    Weber
	50	Barclays	Walgreens
    Longview	Longview
    Texas LLC	Paolo
    Colletti and Deanna Colletti
	51	Barclays	Walgreens
    - Fairlawn	AE
    WAG Ohio LLC	Irwin
    Greenberg
	52	LMF	Cameron
    Park Apartments	DBA
    Product Drive LLC and BLRS Product Drive LLC	Daniel
    Dabkoski, Daniel Dabkoski, as Trustee of The Dabkoski Family Trust dated October 31, 2018, Banafsheha Family 2014 Trust dated
    April 11, 2014, Rabbie Banafsheha and Shabnam Banafsheha
	53	Barclays	Walgreens
    - Frankfort	Tsoumpas
    333 Kentucky Group, LLC	Michael
    Tsoumpas
	54	Barclays	Walgreens
    St. Clair Shores	JBR
    Group LLC	Babureddy
    Mareddy
	55	Barclays	La
    Crosse Industrial	Wisconsin
    Airport Warehouse LLC	David
    Lowenfeld
	56	LMF	Warren
    Plaza Strip Center	PH
    3450 Dodge St LLC	Prairie
    Hill Holdings LLC, Matthew Sandretto and Alisa Kolodizner
	57	UBS
    AG	Draper
    J Office	CenterCore
    Destin 30A, LLC	Robert
    S. Duncan

 



     21


     


     


BBCMS
Mortgage Trust 2022-C14 


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Primary
    Servicing Fee Rate	Total
    Servicing Fee Rate
	29	Barclays	Dunedin
    Plaza Shopping Center	0.00125%	0.00250%
	30	Natixis	Dupont
    Medical Building	0.00125%	0.00250%
	31	SGFC	Drusilla
    Village 	0.00125%	0.00250%
	32	LMF	The
    Storage Inn	0.00125%	0.00250%
	33	Barclays	Arroyo
    Los Angeles	0.00125%	0.00250%
	34	LMF	A-Affordable
    Storage - Waxahachie	0.00125%	0.00250%
	35	Barclays	John’s
    Storage	0.00125%	0.00250%
	36	SGFC	Canal
    Garden Flats	0.00125%	0.00250%
	37	LMF	Holiday
    Inn Express & Suites Punta Gorda	0.00125%	0.00250%
	38	Barclays	1210
    Stanbridge Street	0.00125%	0.00250%
	39	LMF	Beehive
    Self Storage	0.00125%	0.00250%
	40	Barclays	27
    East 7th Street	0.00125%	0.00250%
	41	UBS
    AG	Comfort
    Suites - Florence	0.00125%	0.00250%
	42	LMF	Dutta
    MHC Portfolio	0.00125%	0.00250%
	42.01	LMF	Woodview
    MHC	 	 
	42.02	LMF	Pelham
    MHC	 	 
	42.03	LMF	Creekwood
    MHC	 	 
	43	Barclays	Gulf
    Breeze Self Storage	0.00125%	0.00250%
	44	LMF	537
    Grand Street	0.00125%	0.00250%
	45	LMF	Leland
    Storage	0.00125%	0.00250%
	46	Barclays	Walgreens
    - Waldorf	0.00125%	0.00250%
	47	LMF	Grand
    Self Storage & MHC	0.00125%	0.00250%
	48	Barclays	Ocoee
    Corners	0.00125%	0.00250%
	49	LMF	3480
    Boston Road	0.00125%	0.00250%
	50	Barclays	Walgreens
    Longview	0.00125%	0.00250%
	51	Barclays	Walgreens
    - Fairlawn	0.00125%	0.00250%
	52	LMF	Cameron
    Park Apartments	0.00125%	0.00250%
	53	Barclays	Walgreens
    - Frankfort	0.00125%	0.00250%
	54	Barclays	Walgreens
    St. Clair Shores	0.00125%	0.00250%
	55	Barclays	La
    Crosse Industrial	0.00125%	0.00250%
	56	LMF	Warren
    Plaza Strip Center	0.00125%	0.00250%
	57	UBS
    AG	Draper
    J Office	0.00125%	0.00250%

 


     22


     


    
 




EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 


Computershare
Trust Company, National Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14

     [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	Transfer
                                         of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-C14



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of February 1,
2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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, on behalf of the holders of BBCMS Mortgage
Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate
Balance][__% Percentage Interest] of Class ___ Certificates (collectively, the “Certificates”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of



 





 






*
       Purchaser must select one of the following two certifications.


 






    Exhibit C-1


     


    

 


Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to
each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any
costs incurred by it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the
                                         Securities Act. The Purchaser is aware that the transfer is being made in reliance on
                                         Rule 144A, and the Purchaser has had the opportunity to obtain the information required
                                         to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain
investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Registered Certificates (collectively,
the “Prospectus”) (and, with respect to Non-Registered Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Non-Registered Certificates) 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 Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot


 






    Exhibit C-2


     


    

 


be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an
                                         Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date
                                         hereof, no taxes will be required to be withheld by the Certificate Registrar (or its
                                         agent) with respect to distributions to be made on the Certificates. The Purchaser has
                                         attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or
                                         successor form, as applicable), which identifies such Purchaser as the beneficial owner
                                         of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii) IRS
                                         Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly
                                         executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser
                                         as the beneficial owner of the Certificates and state that interest and original issue
                                         discount on the Certificates and Permitted Investments is, or is expected to be, effectively
                                         connected with a U.S. trade or business. The Purchaser agrees to provide to the
                                         Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY
                                         or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms,
                                         or such other certifications as the Certificate Registrar may reasonably request, on
                                         or before the date that any such IRS form or certification expires or becomes obsolete,
                                         or promptly after the occurrence of any event requiring a change in the most recent IRS
                                         form of certification furnished by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to


 




 






**
       Each Purchaser must select one of the two alternative certifications. 


***
     Does not apply to a transfer of Class R Certificates.



 






    Exhibit C-3


     


    

 


exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August  20, 1996 that have elected
to be treated as U.S. Tax Persons).


 


		8.	Please
make all payments due on the Certificates:****



 


		☐	(a) 	by wire transfer to the following account at a bank
or entity in New York, New York, having appropriate facilities therefor:



 




	 	Bank:	 	 






	 	ABA #:	 	 






	 	Account
#:	 	 






	 	Attention:	 	 



 


		☐	(b) 	by mailing a check or draft to the following address:






	 		 	 
	 	 	 	 
	 	 	 	 





 


9.        If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or
more partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]


 





	 	By:	   
	 	 	Name:

    Title:


 


Dated:
_________


 




 






****
       Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or
(b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates
have an aggregate Certificate Balance of at least U.S. $5,000,000.



 




    Exhibit C-4


     


    

EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated and effective
                                         as of February 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
                                         and 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



 





	STATE OF	)	 
	 	) 	ss.:
	COUNTY OF	)	 





 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC” or “Trust REMIC”) designated as the (i)  “Lower-Tier
REMIC” and (ii) “Upper-Tier REMIC”, respectively, relating to the Certificates for which an election
is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect
record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is
any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except


 






    Exhibit D-1-1


     


    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 






    Exhibit D-1-2


     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b) of the Code may be used in lieu of the corporate income tax rate specified
in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the
Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum
tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)         the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
$10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


     


    

 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that
is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor
to remain a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative” (as
defined in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement
and (ii) Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or
successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty,
interest or other amount imposed under the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser
agrees, by acquiring such certificate, to any such elections and to reasonably cooperate with the Certificate Administrator in
connection with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


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


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	     
	 	 	Name:

    Title:


 





	 	By:	     
	 	 	Name:

    Title:





 




    Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	   
	 	 	NOTARY PUBLIC in and for the

     State of _______________





 





	[SEAL]	 	 




My Commission expires:


 



 






 



  




    Exhibit D-1-5


     


    

EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer and 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. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate
that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable


 






    Exhibit D-2-1


     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	   
	 	 	Name:

    Title:





 




    Exhibit D-2-2


     


    

EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF THE HRR CERTIFICATES


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21015-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


KKR
CMBS II Aggregator Type 2 L.P.

30 Hudson Yards, Suite 7500

New York, New York 10001

Fax number: (212) 750-0003


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated and effective
                                         as of February 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
                                         and 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



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


1.           The Purchaser is acquiring $[_____] Certificate Balance of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates from [_____]
(the “Transferor”).


 


2.           The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other


 






    Exhibit D-3-1


     


    

 


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 relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction Exemption
2013-08 (the “Exemption”) or is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates, all of the conditions, as applicable, of the Exemption or of Parts
I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates.


 


4.           Check one of the following:


 


		☐	The
                                         transfer will occur during the Transfer Restriction Period, and the Purchaser certifies,
                                         represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates as a nominee,
                                         trustee or agent for any person that is not a Majority-Owned Affiliate, and that for
                                         so long as it retains its interest in the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR]
                                         Certificates, it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         transfer will comply with all applicable provisions of Regulation RR.



 


		☐	The
                                         transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	The
                                         transfer will comply with all applicable provisions of Regulation RR.



 


		☐	The
                                         transfer will occur after the termination of the Transfer Restriction Period and the
                                         countersignature of the Retaining Sponsor is not required.



 


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


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	     
	 	 	Name:

    Title:






 






    Exhibit D-3-2


     


    

 





	 	By:	     
	 	 	Name:

    Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


 


		BARCLAYS CAPITAL REAL ESTATE INC.,

                                                  as Retaining Sponsor

	 	 	 






	 	By:	     
	 	 	Name:

    Title:


 


[Medallion
Stamp Guarantee]


 


		Barclays Commercial Mortgage Securities LLC,

                                                  as Depositor

	 	 	 






	 	By:	     
	 	 	Name:

    Title:






 




    Exhibit D-3-3


     


    

EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF HRR CERTIFICATES


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of a Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificate evidencing $[____] Certificate Balance in such Class. The Certificates
were issued pursuant to the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and 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. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you that:


 






    Exhibit D-4-1


     


    

 


1.           The transfer is in compliance with the Pooling and Servicing Agreement.


 


2.           If the Purchaser is relying on, as applicable, Final Authorization Number 2004-03E, as amended by Prohibited Transaction Exemption
2013-08 (the “Exemption”) or is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificate, all of the conditions, as applicable, of the Exemption or of Parts
I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificate.


 


3.           Check one of the following:


 


		☐	The
                                         transfer will occur during the Transfer Restriction Period, and the Transferor certifies,
                                         represents and warrants to you that the Transferee is a “majority-owned affiliate”,
                                         as such term is defined in Regulation RR, of the Transferor.



 


		☐	The
                                         transfer will occur after the termination of the Transfer Restriction Period and the
                                         countersignature of the Retaining Sponsor is not required.



 


		☐	The
                                         transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor
                                         certifies, represents and warrants to you that the Transferor has satisfied all of the
                                         conditions under the related third party purchaser agreement, applicable to transfers
                                         by the Transferor to subsequent Third Party Purchasers.



 


4.                 
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling
and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation contained therein
is false.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By:	     
	 	 	Name:

    Title:


 






    Exhibit D-4-2


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	BARCLAYS CAPITAL REAL ESTATE INC.,

                    as Retaining Sponsor

	 	 	 
	 	By:	     
	 	 	Name:

    Title:


  


[Medallion
Stamp Guarantee]


 





	 	Barclays
Commercial Mortgage Securities LLC,

                    as
Depositor

	 	 	 
	 	By:	     
	 	 	Name:

    Title:


 







    Exhibit D-4-3


     


    

EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for
Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 
	 	 

                                                                                [Master Servicer]
	
	 	[Special Servicer]

Loan No.:	
	Custodian
	 	Name:	Computershare
    Trust Company, National Association
	 	 	 
	 	Address:	1055
                                         10th Ave SE

        

        Minneapolis,
        Minnesota 55414

        Attention: Document Custody Group

        BBCMS Mortgage Trust 2022-C14

         

        with
        a copy to cmbscustody@wellsfargo.com

         

	 	Custodian/Trustee

    Mortgage File No.:	
	Depositor
	 	Name:	Barclays
    Commercial Mortgage Securities LLC
	 	Address:	745
                                         Seventh Avenue

                                         New York, New York 10019

                                         Attention: Daniel Vinson 

	 	 	 
	 	Certificates:	BBCMS
    Mortgage Trust 2022-C14,

    Commercial Mortgage Pass-Through Certificates,

    Series 2022-C14


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Computershare Trust Company, National Association,
as custodian (the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, 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 February 1, 2022, between Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National


 






    Exhibit E-1


     


    

 


Association, as Master Servicer
and 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 (the
“Pooling and Servicing Agreement”).


 





		(
                            )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 	 
	 	By:	      
	 	 	Name:

    Title:





 


Date:
_________


 




    Exhibit E-2


     


    

EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	Transfer
                                         of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series
                                         2022-C14



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance] in the
BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14, Class [G-RR][H-RR][J-RR][K-RR]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and 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 and not otherwise defined herein have
the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA), or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person
acting on behalf of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) or using the assets of any such Plan, other than an insurance company using the assets of its “insurance


 






    Exhibit F-1-1


     


    

 


company
general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company will be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan
subject to Similar Law, where the purchase, holding and disposition by such Plan will not constitute or result in a non-exempt
violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate
Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers,
the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer,
any sub-servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:





 




    Exhibit F-1-2


     


    

EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R AND CLASS S CERTIFICATES


 


[Date]


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BBCMS Mortgage Trust 2022-C14,
Commercial Mortgage Pass-Through Certificates, Series 2022-C14, [Class R][Class S] Certificates (the “[Class R][Class
S] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated and effective as of February
1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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 and not otherwise
defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class
S] Certificate, the Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a person acting on
behalf of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by


 






    Exhibit F-2-1


     


    

 


Section 3(42)
of ERISA) or using the assets of any such Plan to purchase such [Class R][Class S] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of ____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:





 




    Exhibit F-2-2


     


    

EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


See
Annex B to the Prospectus.


 




    Exhibit G-1


     


    

 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates,
Series 2022-C14” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890. Attention: CMBS Trustee BBCMS 2022-C14, its successors and assigns, all right, title and interest of the Assignor in and
to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	    
	 	 	Name:

    Title:





 




    Exhibit H-1


     


    

EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 






*
       Select appropriate depository.


 






    Exhibit I-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	    
	 	 	Name:

    Title:


 


Dated:
_______


 


cc:
Barclays Commercial Mortgage Securities LLC


 





 



**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    Exhibit I-2


     


    

EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED
PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	    
	 	 	Name:

    Title:


 





Dated:
________



cc: Barclays Commercial Mortgage Securities LLC


 





 






*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    Exhibit J-2


     


    

EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY CERTIFICATE DURING
RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository
in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or
transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP
No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 





 



*
       Select appropriate depository.


 






    Exhibit K-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	    
	 	 	Name:

    Title:





 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit K-2


     


    

 


EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER RESTRICTED PERIOD


 


(Exchanges
pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are 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.


 





 



*
       Select, as applicable.


 






    Exhibit L-1


     


    

 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated:	 	 


 





	 	By:	   
	 	 	 as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate
    relates.


  




    Exhibit L-2


     


    

EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*
       Select appropriate depository.


 






    Exhibit M-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________



cc: Barclays Commercial Mortgage Securities LLC





 


 



**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 


 




    Exhibit M-2


     


    

EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(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,]*


 





 






*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 






    Exhibit N-1


     


    

 

[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*

 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit N-2


     


    

EXHIBIT
O



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Computershare
Trust Company, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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 Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are 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.


 






    Exhibit O-1


     


    

 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit O-2


     


    

EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will


 






    Exhibit P-1A-1



     


    

 


not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 







    Exhibit P-1A-2



     


    




 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (for the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling class CERTIFICATEHOLDER)


 


[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: (888) 706-3565
	Computershare
        Trust Company, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2022-C14 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	Computershare
        Trust Company, National Association

        600 South 4th Street, 7th Floor

        Minneapolis, Minnesota 55415

        Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington,
        Delaware 19890

        Attention: BBCMS 2022-C14



 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is either the Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling Class
Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1B-1


     


    

 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed
by registered mail, postage prepaid].


 






    Exhibit P-1B-2


     


    

 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 




    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (for Persons other than the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling
class CERTIFICATEHOLDER)


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Class [__] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep


 






    Exhibit P-1C-1


     


    

 


the
Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statement will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  




    Exhibit P-1C-2


     


    

 


EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(for the DIRECTING CERTIFICATEHOLDER AND/OR A Controlling class CERTIFICATEHOLDER)


 


[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: (888) 706-3565
	Computershare
        Trust Company, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2022-C14 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	Computershare
        Trust Company, National Association

        600 South 4th Street, 7th Floor

        Minneapolis, Minnesota 55415

        Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BBCMS 2022-C14



 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and 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, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.
The undersigned is the Directing Certificateholder, the Holder of the majority of the Controlling Class or a Controlling Class
Certificateholder.


 


2.       The
undersigned is a Borrower Party with respect to the following Excluded Loan(s):


 






    Exhibit P-1D-1


     


    

 


[IDENTIFY
EXCLUDED LOAN(S) (the “Excluded Loan(s)”)]


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting
the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions
of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the
prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access
to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information
in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its


 






    Exhibit P-1D-2


     


    

 


Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 




    Exhibit P-1D-3


     


    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[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: (888) 706-3565
	Computershare
        Trust Company, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2022-C14 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
	Computershare
        Trust Company, National Association

        600 South 4th Street, 7th Floor

        Minneapolis, Minnesota 55415

        Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        BBCMS 2022-C14



 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED LOAN” RELATING TO THE BBCMS MORTGAGE TRUST 2022-C14, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2022-C14, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates
(the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


 






    Exhibit P-1E-1


     


    

 


	Loan
    Number	ODCR	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 is in effect:


 


	CUSIP	Class	Outstanding
    

Certificate Balance	Initial
    Certificate 

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the Excluded Loan(s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting
the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions
of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the
prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is
no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act


 






    Exhibit P-1E-2


     


    

 


of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the Excluded Loan(s) to the extent the undersigned receives access
to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information
in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


10.      The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the Excluded Loan(s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder
status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 






    Exhibit P-1E-3


     


    

 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Loan(s) listed in Paragraph 2 above.


 


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


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit P-1E-4


     


    

 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via:
Email

Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with
a copy to:


 


Computershare
Trust Company, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BBCMS Mortgage Trust 2022-C14


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates
(the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BBCMS Mortgage Trust 2022-C14 securitization should be revoked as to such users:


 






    Exhibit P-1F-1


     


    

 


		   	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such Excluded Loan(s), (ii) has delivered notice of the termination of the related Excluded
Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling
and Servicing Agreement.


 


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


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


 





 



Name:

Title:


 




    Exhibit P-1F-2


     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[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: (888) 706-3565
	Computershare
        Trust Company, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2022-C14 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

        Barclays
        Commercial Mortgage Securities LLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson
	Computershare
        Trust Company, National Association

        600 South 4th Street, 7th Floor

        Minneapolis, Minnesota 55415

        Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C14

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee



 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    Exhibit P-1G-1


     


    

 


4.       [[For
Directing Certificateholders other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.]


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder]
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit P-1G-2


     


    

 


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14


 


		Attention:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and
effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the
appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the
Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on
such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the
undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound
by the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with
respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained
from the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-2-1


     


    

 


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:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  




    Exhibit P-2-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Barclays Capital Inc.
(together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the BBCMS Mortgage Trust
2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 (the “Certificates”) pursuant to the
Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays 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, 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 and the assets underlying or referenced by the Certificates, including
the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect
to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of
Computershare Trust Company, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including
the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 






    Exhibit P-2-3


     


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent
of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to


 






    Exhibit P-2-4


     


    

 


do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement


 






    Exhibit P-2-5


     


    

 


and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Barclays
Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Daniel Vinson


 


with
a copy to


 


Barclays
Capital Real Estate Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Steven P. Glynn


 




    Exhibit P-2-6


     


    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14


 


		Attention:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and
effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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, with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc.,
Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight, KBRA Analytics,
Thomson Reuters Corporation, DealView Technologies Ltd. or CRED iQ, a market data provider that has been given access to the Statements
to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above
remains true and correct.


 


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor.


 


4.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with
respect to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-3-1


     


    

 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	     
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  




    Exhibit P-3-2


     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and 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, the undersigned, as Custodian, hereby certifies that, except
as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c)
of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and
Servicing Agreement and has determined that (i) subject to the final proviso of the definition of “Mortgage File”,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),
a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage File,”
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and
to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.


 


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


 





	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	By:	     
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-1


     


    





SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

daniel.vinson@barclays.com


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wilmington
Trust, National Association

1100 North Market Street


Wilmington,
Delaware 19890


Attention:
BBCMS 2022-C14


Telecopy
number: (302) 636-4140


Email:
CMBSTrustee@wilmingtontrust.com


 


Park
Bridge Lender Services LLC


600
Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2022-C14 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


Barclays
Capital Real Estate Inc.


745
Seventh Avenue


New
York, New York 10019


Attention:
Daniel Vinson, Managing Director


Email:
daniel.vinson@barclays.com


 


with
a copy to:


 


Barclays
Capital Real Estate Inc.


745
Seventh Avenue


New
York, New York


Facsimile
No.: (212) 412 7519


 






    Exhibit Q-2


     


    

 


Attention:
Steven P. Glynn, Legal Department


Email:
steven.glynn@barclays.com


 


Societe
Generale Financial Corporation


245
Park Avenue, 11th Floor


New
York, New York 10167


Attention:
Jim Barnard


E-mail:
US-Glba-Abp-Cmbs-Notices@sgcib.com


 


with
a copy to:


 


Societe
Generale Financial Corporation


245
Park Avenue, 11th Floor


New
York, New York 10167


Attention:
General Counsel


E-mail:
US-Glba-Abp-Cmbs-Notices@sgcib.com


 


LMF
Commercial, LLC


590
Madison Avenue, 9th Floor


New
York, New York 10022


Attention:
Kenneth M. Gorsuch


 


BSPRT
CMBS Finance, LLC


1345
Avenue of the Americas, Suite 32A


New
York, New York 10105


Attention:
Micah Goodman


 


UBS
AG


1285
Avenue of the Americas


New
York, New York 10019


Attention:
Henry Chung


Email:
henry.chung@ubs.com


 


Natixis
Real Estate Capital LLC


1251
Avenue of the Americas


New
York, New York 10020


Attention:
Real Estate Administration


E-mail:
SCIBGlobalFinanceAssetManagementTeam@natixis.com


 




    Exhibit Q-3


     


    

 


EXHIBIT
R



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER AND SPECIAL SERVICER


 


After
recording, return to:


 


Legal
Department 

Midland Loan Services 

P. 0. Box 25965


 


Shawnee
Mission, KS 

66225-5965


 


LIMITED
POWER OF 

ATTORNEY TO 

MIDLAND LOAN 

SERVICES,


 


A
DIVISION OF PNC BANK, NATIONAL 

ASSOCIATION, FROM WILMINGTON TRUST, 

NATIONAL ASSOCIATION,


 


AS
TRUSTEE, FOR THE BENEFIT OF THE REGISTERED 

HOLDERS OF BBCMS MORTGAGE TRUST 2022-C14,


 


KNOW
ALL BY THESE PRESENTS:


 


WHEREAS,
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and Special Servicer (the “Servicer”), Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee (the “Trustee”), and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, entered into a Pooling and Servicing Agreement
dated and effective as of February 1, 2022 (the “PSA”), pertaining to a securitization trust formed for the
benefit of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14
(the “Trust”), and which provides in part that the Servicer shall administer and service certain “Mortgage
Loans” and provide services to the “Mortgagors” as those terms are defined in the PSA, for the benefit of the Trustee
in accordance with the terms of the PSA and the Mortgage Loans;


 






    Exhibit R-1


     


    

 


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


 


WHEREAS,
the Trustee has been requested by the Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney
to the Servicer to enable the Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related
to the Mortgage Loans thereby empowering the Servicer to take such actions as it deems necessary to comply with its servicing,
administrative and management duties under and in accordance with the PSA.


 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 


Wilmington
Trust, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the “Trustee”) under the PSA, does
make, constitute and appoint Midland Loan Services, a Division of PNC Bank, National Association, with principal corporate offices
at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Servicer, by and through its designated officers, as the Trustee’s
true and lawful attorney-in-fact with respect to the Mortgage Loans and each mortgaged property and related collateral (the “Mortgaged
Property”) held by the Trustee to secure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee’s
name, place and stead, to prepare, complete, execute, deliver, record and file on behalf of the registered holders and the Trustee,
and in any event in accordance with the terms of the PSA; (i) customary consents or waivers and other instruments and documents
including, without limitation, estoppel certificates, financing statements, continuation statements, title endorsements and reports
and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority of
the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers of interest
of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the provisions
of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds in accordance with the terms
of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that
such consent is required pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v) to consent
to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property
or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute
any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure
with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced
by the Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf
of the Trustee in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection
thereof including, without limitation, the execution of any and all instruments necessary or appropriate in defense of and for
the collection and enforcement


 






    Exhibit R-2


     


    

 


of said Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to execute and
deliver documents relating to the management, operation, maintenance, repair, leasing and marketing of the Mortgaged Properties,
including agreements and requests by the Mortgagors with respect to modifications of the management of the Mortgaged Properties
or the replacement of managers; (viii) to exercise all rights, powers and privileges granted or provided to the holder of the
Mortgage Loan under their respective terms including all rights of approval and consent thereunder; (ix) to enter into lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested by the Mortgagors
or their tenants in accordance with the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying or releasing
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value of the Mortgaged Property; (xi) to execute and deliver,
on behalf of the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge
and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Property; (xii) to draw upon, replace,
substitute, release or amend any letters of credit standing as collateral under the Mortgage Loans; and (xiii) to apply amounts
in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided for therein.


 


ARTICLE
I


 


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Servicer as the Trustee’s attorney-in-fact
of full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents,
instrument or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby
ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents
to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited
power of attorney under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust,
and the Servicer, the Servicer may not exercise any right, authority or power granted by this instrument in a manner which would
violate the terms of the PSA or the servicing standard imposed on the Servicer by the PSA, but any and all third parties dealing
with the Servicer as the Trustee’s attorney-in-fact may rely completely, unconditionally and conclusively on the Servicer’s authority
and need not make inquiry about whether the Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company,
recorder’s office or other third party may rely upon a written statement by the Servicer that any particular loan or property
in question and the release thereof is subject to and included under this power of attorney and the PSA.


 


ARTICLE
II


 


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


 






    Exhibit R-3


     


    

 


ARTICLE
III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the
                                         suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the
                                         transfer of servicing under the PSA from the Servicer to another servicer;



 


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



 


		(iv)	the
                                         appointment of a receiver or conservator with respect to the business of the Servicer;



 


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



 


		(vi)	the
                                         termination of the PSA; or



 


		(vii)	the
                                         termination of the Servicer.



 


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


 




    Exhibit R-4


     


    

 


IN
WITNESS WHEREOF, the Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of the __ day of ________, 2022.


 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee for BBCMS Mortgage Trust 2022-C14, for the benefit
of the registered holders of BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 (and
not in its individual capacity)
	 	 	 
	 	By:	     
	(SEAL)	 	 



 


	 	Name:	         



 


	 	Title:	        


 






    Exhibit R-5


     


    

 





	STATE OF	)	 
	 	)  ss.:	 
	COUNTY OF	)	 


 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	Notary Public
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 






    Exhibit R-6


     


    




 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion
    Holder
	Coleman
    Highline Phase IV	NOTE
                                         A-1, NOTE A-5, NOTE A-6, NOTE B-1:

         

        Barclays
        Bank PLC

        745
        Seventh Avenue

        New
        York, New York 10019

        Attention:
        Dan Vinson

        Email:
        Daniel.vinson@barclays.com

         

        with
        a copy to:

         

        Barclays
        Bank PLC

        745
        Seventh Avenue

        New
        York, New York 10019

        Attention:
        Steven P. Glynn, Legal Department

        Email:
        steven.glynn@barclays.com

         

        NOTE
        A-2, NOTE A-7, NOTE A-8, NOTE A-9, NOTE B-2:

         

        Bank
        of Montreal

        c/o BMO Capital Markets Corp.

        151 West 42nd Street

        New York, New York 10036

        Attention: Michael Birajiclian and David Schell

        Email: 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: BMOCMUSLegal@bmo.com

         

	1888
    Century Park East	NOTE
                                         A-2, NOTE A-3, NOTE A-4:

         

        Barclays
        Bank PLC

        745 Seventh Avenue

        New York, New York 10019




 






    Exhibit S-1


     


    

 


	 	Attention: Adam Scotto

                                                                                 

	The
    Hallmark	NOTE
                                         A-2:

         

        BSPRT
        CMBS Finance, LLC

        1345
        Avenue of the Americas, Suite 32A

        New
        York, New York 10105

        Attention:
        Micah Goodman

         




 






    Exhibit S-2


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR
1100 & 820 FIRST STREET NE:


 


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]


 


[FOR
THE SUMMIT:


 


KeyBank
National Association,

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

E-mail: Michael_a_tilden@keybank.com



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring]


 


VIA
EMAIL


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Ladies
and Gentlemen:


 


As
you know, [KeyBank National Association][Midland Loan Services, a Division of PNC Bank, National Association] acts as the master
servicer (the “Lead Master Servicer”) for the whole loan secured by the mortgaged property identified as [1100
& 820 First


 






    Exhibit T-1


     


    

 


Street NE][The Summit] (the “Subject Whole Loan”) under the [BBCMS 2021-C12][SUM 2022-BVUE]
[trust][pooling] and servicing agreement (the “Lead PSA”). This is to inform you that Note [__] of the Subject
Whole Loan (the “Subject Mortgage Loan”) has been transferred to BBCMS Mortgage Trust 2022-C14 pursuant to
that certain Pooling and Servicing Agreement, dated and effective February 1, 2022 (the “2022-C14 Pooling Agreement”)
between Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (in such capacity, the “2022-C14 Master Servicer”) and as Special Servicer (in such capacity,
the “2022-C14 Special Servicer”), Computershare Trust Company, National Association, as certificate administrator
(in such capacity, the “2022-C14 Certificate Administrator”), Wilmington Trust, National Association, as trustee
(in such capacity, the “2022-C14 Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as
asset representations reviewer, and that the 2022-C14 Trustee is the holder of the Subject Mortgage Loan.


 


The
undersigned, as 2022-C14 Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject
Whole Loan, to remit to the 2022-C14 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2022-C14 Master Servicer all reports, statements, documents, communications, and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related
Intercreditor Agreement (as such term is defined in the 2022-C14 Pooling Agreement) and the Lead PSA.


 


The
Subject Mortgage Loan is not a Significant Obligor (as such term is defined in the 2022-C14 Pooling Agreement) under the 2022-C14
Pooling Agreement.


 


Thank
you for your attention to this matter.


 


Date:
_________________________


 





	 	Computershare
Trust Company, National Association, as
	 	 	Certificate Administrator for the Holders of

the BBCMS Mortgage

Trust 2022-C14, Commercial Mortgage

Pass-Through Certificates, Series 2022-C14
	 	 	 
	 	By:	     
			Name:

                                         Title:


 




    Exhibit T-2


     


    

 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch
                                         Ratings, Inc.

                                         300 West 57th Street

                                         New York, New York 10019

                                         Attention: Commercial Mortgage Surveillance Group

                                         Facsimile No.: (212) 635-0295

                                         E-mail: info.cmbs@fitchratings.com



 


Kroll
Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395

Email: cmbs.surveillance@kbra.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated and effective as of February
                                         1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
                                         Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
                                         PNC Bank, National Association, as Master Servicer and 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.



 


Date:
_________, 20___


 




    Exhibit U-1


     


    

 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Mortgage
Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule by the following names:____________________

                                                     ____________________


 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)        The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)       The defeasance was consummated on __________, 20__.


 


(iii)       The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the
principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2


     


    

 


(v)       The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)       The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from
the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral
only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the
defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities
account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the
Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide
for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses
of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining
the existence of the Defeasance Obligor.


 


(viii)       The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by
the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after
the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or
fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 






    Exhibit U-3


     


    

 


(ix)          The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)           The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)           Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)           Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    

 


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


 





	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	as Master Servicer
	 	By:	     
			Name:

                                         Title:


 




    Exhibit U-5


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”).

Transaction: BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates Series 2022-C14

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Credit Opportunity Partners II L.P.


 


		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)	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
                                         implemented.



 


2.     
Prior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the Special Servicer has
subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable
fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating
Advisor.


 


3.     
After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:


 


		(a)	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the opportunity to consult with respect to such
                                         Major Decision and recommended action:



________________________


 


________________________


 


________________________







 


 






1
       This report is an indicative report and does not reflect the final form of annual
report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and
content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.


 






    Exhibit V-1


     


    



________________________

 


		(b)	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 


________________________


 


________________________


 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions under the Pooling and Servicing Agreement
on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


		●	[ADD
                                         RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



 


		III.	List
                                         of Items that were Considered in Compiling this Report



 


In
rendering the assessment set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion
of the items listed below:


 


1.     
Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer
pursuant to the Pooling and Servicing Agreement.


 


2.     
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status
Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 






    Exhibit V-2


     


    

 


3.     
The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s
compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made
available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement. 


 


4.     
[LIST OTHER REVIEWED INFORMATION].


 


5.     
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and
Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor
pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]


 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculations, visit any related property, visit the Special Servicer,
visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations
and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.


 


		IV.	Assumptions,
                                         Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


1.    
As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.


 


2.    
In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that
we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.


 


3.    
Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly.
As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction
with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that


 






    Exhibit V-3


     


    

 


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 Servicer regarding any Specially Serviced Loans and certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


6.     
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating
Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special
Servicer’s operational compliance with respect to those types of actions.


 


7.     
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report,
they should address such questions to the certificate administrator through the certificate administrator’s website.


 


8.     
This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account
market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described
above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual.
Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder,
party or individual.


 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Computershare
Trust Company, National Association,

          as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wilmington
Trust, National Association,

          as Trustee

1100 North Market Street


Wilmington,
Delaware 19890


Attention:
BBCMS 2022-C14


Telecopy
number: (302) 636-4140


Email:
CMBSTrustee@wilmingtontrust.com


 


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


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Fax
Number: (888) 706-3565


 


		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14,
                                         Recommendation of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated and effective as of February
1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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, on behalf of the holders of BBCMS Mortgage
Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 (the “Certificates”) regarding
the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the
Pooling and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association,
in its


 






    Exhibit W-1


     


    

 


current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in
accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be
removed as Special Servicer and that [________] be appointed its successor in such capacity.


 





	 	Very
truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    Exhibit W-2


     


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


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

Facsimile number: (888) 706-3565


 


		Re:	Access
                                         to Certain Information Regarding BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-C14



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and 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. Defined terms used herein and not otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement.


 


Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”) understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


Midland
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to Midland by third parties, (b) may not have been
verified by Midland, and (c) may be incomplete or contain inaccuracies. The Company agrees that Midland, the [“Master
Servicer”/ “Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective
Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any
inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) Midland’s
failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the
following will not constitute “Confidential Information” for purposes of this letter agreement: (a) information
that was already in Company’s possession prior to its receipt from Midland; (b) information that is obtained by


 






    Exhibit X-1


     


    

 


Company
from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual,
legal or fiduciary obligation to Midland; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any
entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which
may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at Midland’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with Midland’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). Midland may cease or defer providing the Company
with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) 
Midland determines (in its sole discretion) that such termination is necessary for any reason, including its determination that
such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or
any applicable law. Midland shall cease to provide the Company with Confidential Information if Midland has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and Midland determines that
the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing standards
as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection
of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential Information.
Midland’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws,
and (ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, Midland intends at all times to comply with the
terms and


 






    Exhibit X-2


     


    

 


provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit
or qualify any of Midland’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be
executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very
truly yours,
	 	 
	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	  	By:	 
	 	 	Name: 
	 	 	Title:


 






CONFIRMED
AND AGREED TO:



[COMPANY NAME]


By: 

Name:

Title:]


 




    Exhibit X-3


     


    

 


EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required
                                         to be filed in respect of the period covered by this report on Form 10-K of the
                                         BBCMS Mortgage Trust 2022-C14 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in
                                         the Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
                                         reports, the servicers have fulfilled their obligations under the servicing agreements
                                         in all material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 






    Exhibit Y-1


     


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[(A) Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and 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, (B) [list other applicable parties
to servicing agreements for Non-Serviced Mortgage Loans].


 


Date: _____________________________


 


_____________________________


[Chief
Executive Officer]
 Barclays Commercial
Mortgage Securities LLC
 (Senior officer
in charge of the securitization of the depositor)


 




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BBCMS
MORTGAGE TRUST 2022-C14 (the “Trust”)


 


The
undersigned, __________, a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION, as Certificate Administrator (in such capacity, the “Certificate Administrator”), under
that certain Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing
Agreement”), entered into by Barclays Commercial Mortgage Securities LLC (the “Depositor”), as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wilmington Trust,
National Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating advisor and
as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate 



 






    Exhibit Z-1-1


     


    

 


Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Depositor for disclosure in such annual report on Form 10-K.


 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION  
	 	   
	 	By:	   
	 	 	Name:  
	 	 	Title:  


  




    Exhibit Z-1-2


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BBCMS
MORTGAGE TRUST 2022-C14 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer under that certain Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), entered into by Barclays 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”)
and as special servicer (in such capacity, the “Special Servicer”), Computershare Trust Company, National Association,
as certificate administrator (the “Certificate Administrator”), Wilmington Trust, National Association, as
trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the Master
Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor]
and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the
                                         Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
                                         been submitted by the Master Servicer to the Certificate Administrator for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation
                                         AB with respect to the Master Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Master Servicer under Section 11.09 of the 



 






    Exhibit Z-2-1


     


    

 


Pooling and Servicing
                                         Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;


 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement)] and, notwithstanding the foregoing certifications, neither I nor the Master Servicer
makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports
that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely
with respect to the completeness of information and reports, I do not certify anything other than that all fields of information
called for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been
left blank on their face have been done so in accordance with the CREFC procedures for such report.]


 




    Exhibit Z-2-2


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	[MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BBCMS
MORTGAGE TRUST 2022-C14 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer under that certain Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), entered into by Barclays 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”)
and as special servicer (in such capacity, the “Special Servicer”), Computershare Trust Company, National Association,
as certificate administrator (the “Certificate Administrator”), Wilmington Trust, National Association, as
trustee (the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         have been submitted by the Special Servicer to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and
                                         Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
                                         AB with respect to the Special Servicer, and except as disclosed in the compliance certificate
                                         delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing
                                         Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing
                                         Agreement in all material respects during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with 



 






    Exhibit Z-3-1


     


    

 


respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in
                                         order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and


 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	Special
Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


BBCMS
MORTGAGE TRUST 2022-C14 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated and effective as of February
1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays 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”) and as special servicer (in such capacity, the “Special Servicer”), the Trustee, Computershare
Trust Company, National Association, as certificate administrator (the “Certificate Administrator”), and Park
Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	 Title:


 




    Exhibit Z-4-1


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BBCMS
MORTGAGE TRUST 2022-C14 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), entered into by Barclays 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”)
and as special servicer (in such capacity, the “Special Servicer”), Computershare Trust Company, National Association,
as certificate administrator (the “Certificate Administrator”), Wilmington Trust, National Association, as
trustee (the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
                                         have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related 



 






    Exhibit Z-5-1


     


    

 


attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 

	 	PARK
BRIDGE LENDER SERVICES LLC, as Operating Advisor
	 	 






		By: 	Park Bridge Advisors LLC, a New York limited liability company, its sole
member



 


		 	By:	Park
Bridge Financial LLC, a New York limited liability company, its sole member 



 





	 	By:	    
			Name:

                                         Title:


 




    Exhibit Z-5-2


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


BBCMS
MORTGAGE TRUST 2022-C14 (The “Trust”)


 


The
undersigned, __________, a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION, as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated
and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays 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”) and as special servicer (in such capacity, the “Special
Servicer”), Computershare Trust Company, National Association, as certificate administrator (the “Certificate
Administrator”), Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the
following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and
with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	 Title:


 




    Exhibit Z-6-1


     


    

 


EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BBCMS
MORTGAGE TRUST 2022-C14 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations
Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated and effective
as of February 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays 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”) and as special servicer (in such capacity, the “Special Servicer”),
Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “Trustee”), and Park Bridge Lender Services LLC, as
operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of
Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 

	 	PARK
BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 




		By:  Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		 	By:	Park
Bridge Financial LLC, a New York limited liability company, its sole member 



 





	 	By:	    
			Name:

                                         Title:


 




    Exhibit Z-7-2


     


    

 


EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this
Exhibit AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person
under the main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment
of a criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of
such Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect
to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the
Special Servicer.


 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (as applicable)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
    (as applicable)1

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer



 





 






1
      Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






    Exhibit AA-1


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within
    30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
    (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
    explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original
    identification, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
    loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are
    made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	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



 






    Exhibit AA-2


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer,
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    Exhibit AA-3


     


    



 





EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer,
and the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2022-C14 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that
there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1: Distribution and Pool Performance Information:

        ●     Item
        1121(a)(13) of Regulation AB

        ●     Item
        1121(a)(14) of Regulation AB
	●     Certificate
                                         Administrator

        ●     Depositor

	Item
                                         1A: Asset-Level Information

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB
	●     Master
                                         Servicer

	Item
                                         1B: Asset Representations Reviewer and Investor Communication:

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB
	●     Certificate
                                         Administrator

        ●     Depositor

        ●     Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)




 






    Exhibit BB-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         2: Legal Proceedings:
	●     Master
                                         Servicer (as to itself)

	●     Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
    that are material to security holders)	●     Special
                                         Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Operating
        Advisor (as to itself)

        ●     Any
        other Reporting Servicer (as to itself)

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

        ●     Each
        Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item
                                         3: Sale of Securities and Use of Proceeds
	●     Depositor

	Item
                                         4: Defaults Upon Senior Securities
	●     Certificate
                                         Administrator

	Item
                                         5: Submission of Matters to a Vote of Security Holders
	●     Certificate
                                         Administrator

	Item
                                         6: Significant Obligors of Pool Assets:

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant
	●     Master
                                         Servicer




 






    Exhibit BB-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	to
                                         its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided,
                                         however, that for a significant obligor under item 1101(k)(2) of Regulation AB,
                                         only net operating income for the most recent fiscal year and interim period is required
                                         and, if such information for a prior period was required but not previously reported,
                                         such information for such prior period; and

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.
	 
	Item
                                         7: Change in Sponsor Interest in the Securities:

        ●     Item
        1124 of Regulation AB.
	●     Each
                                         Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation
                                         AB)

	Item
                                         8: Significant Enhancement Provider Information:

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB
	●     Depositor

	Item
    9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit DD.

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Master
        Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding
        Distribution Date)

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)




 






    Exhibit BB-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 	●     Any
                                         other party responsible for disclosure items on Form 8-K (including each applicable Mortgage
                                         Loan Seller with respect to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

	Item
                                         10: Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         10: Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator

        ●     Depositor

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

	Item
                                         10: Exhibits (no. 10):

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent of any contract that satisfies all the following conditions: (a) such contract
                                         relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
                                         contract is a contract to which such party (or a subcontractor or vendor engaged by such
                                         party) is a party or that such party (or a subcontractor or vendor engaged by such party)
                                         has caused to have been executed on behalf of the Trust.

	Item
                                         10: Exhibits (no. 22):

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only
        if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
        the information required by
	●     The
                                         applicable party that is the “Party Responsible” with respect to Item 5 as
                                         set forth above.




 






    Exhibit BB-4


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	such
    Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering
    Item 5 by referencing the published report.	 
	Item
                                         10: Exhibits (no. 23):

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor

	Item
                                         10: Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
                                         Administrator

	Item
                                         10: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable.

	Item
                                         10: Exhibits (no. 100)

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable.

	Item
    10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                         Administrator, Depositor and Trustee, in each case only to the extent that such party
                                         is the “Party Responsible” for the exhibit pursuant to Item
                                         9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or
                                         the Special Servicer constitutes a “Party Responsible” under
                                         Exhibit DD with respect to any exhibits to a Form 10-K); provided
                                         that, in each case, that in the event any reportable agreement is executed by the
                                         Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the
                                         responsible party for this Item 10.




 






    Exhibit BB-5


     


    

 


EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master
Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2022-C14
Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


	Item
    on Form 10-K 	Party
    Responsible
	Item
    1B: Unresolved Staff Comments	●     Depositor

	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

        (c)
        such information was not previously reported as “Additional Form 8 K Disclosure” or as “Additional Form
        10-D Disclosure”
	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent that such party is the “Party Responsible” with respect to such information
                                         pursuant to Exhibit DD.

	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW



 






    Exhibit CC-1


     


    

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.
	●     The
                                         applicable Mortgage Loan Seller.

	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.
	●     Depositor

	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor
	●     Master
                                         Servicer




 






    Exhibit CC-2


     


    

 


	described
                                         under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
                                         fiscal year and interim period is required and, if such information for a prior period
                                         was required but not previously reported, such information for such prior period; and

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.
	 
	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB
	●     Depositor

	Instruction
                                         J(2)(d) (Legal Proceedings):

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	●     Master
                                         Servicer (as to itself)

        ●     Special
        Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Trustee/Certificate
        Administrator / Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control
        of the proceedings)

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

        1119(a)
        of Regulation AB,
	●     Master
                                         Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting
                                         any of the




 






    Exhibit CC-3


     


    

 


	but
                                         only the existence and (if existent) how there is (that is, the nature of) any affiliation
                                         between itself (that is, the particular “Party Responsible”), on the one
                                         hand, and any one or more of the following, on the other: (1) the Depositor, (2) any
                                         Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item
                                         as a “Party Responsible”; provided, however, that an affiliation
                                         need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
                                         the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(b)
        of Regulation AB,

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2022-C14 transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(c)
        of Regulation AB,

        but
        only the existence and (if existent) a
	descriptions
                                         in Item 1108(a)(3)).

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Trustee

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling
        and Servicing Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets
        of the Trust).

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing
        Agreement to




 






    Exhibit CC-4


     


    

 


	description
    (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-C14
    transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
    on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and
    (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed
    within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
    and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
    previously reported as “Additional Form 10-K Disclosure”.	the
                                         effect that such party no longer constitutes a material party for purposes of Regulation
                                         AB.

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10-K is due.

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

        1119(a)
        of Regulation AB,

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

        and

        ●     1119(b)
        of Regulation AB,

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s
	●     Depositor

        ●     Each
        Mortgage Loan Seller




 






    Exhibit CC-5


     


    

 


	length
                                         transaction with an unrelated third party (apart from the Series 2022-C14 transaction)
                                         between itself (that is, the particular “Party Responsible”), on the one
                                         hand, and any one or more of the parties listed under the preceding item as a
                                         “Party Responsible”, on the other; provided, however, that
                                         a relationship, agreement, arrangement, transaction or understanding (A) must be reported
                                         only if it then exists or existed within the two prior years, (B) need not be reported
                                         if it is not material to an investor’s understanding of the Certificates and (C)
                                         need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
                                         the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●     1119(c)
        of Regulation AB,

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2022-C14 transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.
	 
	Item
                                         15: Exhibits (no. 2):

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit
	●     Depositor




 






    Exhibit CC-6


     


    

 


	No.
    2 of Item 601 of Regulation S-K)	 
	Item
                                         15: Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         15: Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Trustee

        ●     Certificate
        Administrator

        ●     Depositor

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and
        the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

	Item
                                         15: Exhibits (no. 10):

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent of any contract that satisfies all the following conditions: (a) such contract
                                         relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
                                         contract is a contract to which such party (or a subcontractor or vendor engaged by such
                                         party) is a party or that such party (or a subcontractor or vendor engaged by such party)
                                         has caused to have been executed on behalf of the Trust.

	Item
                                         15: Exhibits (no. 11):

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable.

	Item
    15: Exhibits (no. 12):	●     Not
                                         Applicable.




 






    Exhibit CC-7


     


    

 


	Statement
    regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)	 

	Item
                                         15: Exhibits (no. 13):

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         15: Exhibits (no. 14):

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable

	Item
                                         15: Exhibits (no. 16):

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         15: Exhibits (no. 18):

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable.

	Item
                                         15: Exhibits (no. 21):

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Depositor.

	Item
                                         15: Exhibits (no. 22):

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable.

	Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D)
	●     Depositor




 






    Exhibit CC-8


     


    

 


	that
    is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
    public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
    Agreement.	 

	Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	●     Master
                                         Servicer

        ●     Special
        Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.

	Item
                                         15: Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
                                         Administrator

	Item
                                         15: Exhibits (no. 31(i))

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
                                         Applicable

	Item
                                         15: Exhibits (no. 31(ii))

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
                                         of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed
                                         by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.

	Item
                                         15: Exhibits (no. 32)

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable.




 






    Exhibit CC-9


     


    

 


	Item
                                         15: Exhibits (no. 33)

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).
	●     Delivery
                                         of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section
                                         11.07) of this Pooling and Servicing Agreement.

	Item
                                         15: Exhibits (no. 34)

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).
	●     Delivery
                                         of this exhibit (annual accountants’ attestation report) is governed by Section
                                         11.11 (and Section 11.07) of this Pooling and Servicing Agreement.

	Item
                                         15: Exhibits (no. 35)

        Servicer
        compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
                                         of this exhibit (annual servicer compliance statements) is governed by Section 11.09
                                         (and Section 11.07) of this Pooling and Servicing Agreement.

	Item
                                         15: Exhibit (no. 36)

        Certification
        For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor

	Item
                                         15: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable.

	Item
                                         15: Exhibits (no. 100)

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable.

	Item
    15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-	●     Certificate
                                         Administrator, Depositor and Trustee, in each case only to the extent that such party
                                         is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit
                                         DD (it being acknowledged that none of the Master Servicer or the Special Servicer
                                         constitutes a “Party Responsible” under Exhibit DD with respect to
                                         any exhibits to a Form 10-K).




 






    Exhibit CC-10


     


    

 


	K
    Disclosure”.	 

	Item
                                         15: Exhibit (no. 101)

        Interactive
        Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	Not
                                         Applicable

	Item
                                         15: Exhibit (no. 102)

        Asset
        Data File (Exhibit No. 102 of Item 601 of Regulation S-K).
	●     Certificate
                                         Administrator

        ●     Depositor

	Item
                                         15: Exhibit (no. 103)

        Asset
        Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).
	●     Certificate
                                         Administrator

        ●     Depositor




 






    Exhibit CC-11


     


    

 


EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to conclusively assume that there is no “significant obligor” other than a party or property identified as such in
the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer, or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2022-C14 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


	Item
    on Form 8-K	Party
    Responsible
	Item
    1.01: Entry into a Material Definitive Agreement	●     Depositor,
                                         except as described in the next bullet (it being acknowledged that Item 601 of Regulation
                                         S-K requires filing of material contracts to which the registrant or a subsidiary thereof
                                         is a party).

        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01
        of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to
        the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the
        extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive
        agreement




 






    Exhibit DD-1


     


    

 


	 	relates
                                         to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
                                         or definitive agreement is an amendment or definitive agreement to which such party (or
                                         a subcontractor or vendor engaged by such party) is a party or that such party (or a
                                         subcontractor or vendor engaged by such party) has caused to have been executed on behalf
                                         of the Trust; provided, however, that the Certificate Administrator shall
                                         be the “Party Responsible” in connection with any amendment to this Pooling
                                         and Servicing Agreement.

	Item
    1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent of any contract that satisfies all the following conditions: (a) such contract
                                         relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
                                         contract is a contract to which such party (or a subcontractor or vendor engaged by such
                                         party) is a party or that such party (or a subcontractor or vendor engaged by such party)
                                         has caused to have been executed on behalf of the Trust; provided, however,
                                         that the Certificate Administrator shall be the “Party Responsible” in connection
                                         with any amendment to this Pooling and Servicing Agreement.

	Item
    1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
                                         to the extent of any material agreement not covered in the prior item

	Item
    1.03: Bankruptcy or Receivership	●     Depositor

	Item
    2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	●     Depositor

        ●     Certificate
        Administrator




 






    Exhibit DD-2


     


    

 


	Item
    3.03: Material Modification to Rights of Security Holders	●     Certificate
                                         Administrator

	Item
    5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor

	Item
    6.01: ABS Informational and Computational Material	●     Depositor

	Item
    6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

        ●     Depositor

	Item
    6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or
    Special Servicer	●     Certificate
                                         Administrator

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
                                         Servicer (as to a party appointed by the Master Servicer)

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Depositor

	Item
    6.03: Change in Credit Enhancement or External Support	●     Depositor

        ●     Certificate
        Administrator

	Item
    6.04: Failure to Make a Required 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(d): Exhibits (no. 1):

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●     Not
                                         applicable

	Item
                                         9.01(d): Exhibits (no. 2):

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor




 






    Exhibit DD-3


     


    

 


	Item
                                         9.01(d): Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         9.01(d): Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

	Item
                                         9.01(d): Exhibits (no. 7):

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         9.01(d): Exhibits (no. 14):

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         9.01(d): Exhibits (no. 16):

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         9.01(d): Exhibits (no. 17):

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         9.01(d): Exhibits (no. 20):

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable

	Item
                                         9.01(d): Exhibits (no. 23):

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where
	●     Depositor




 






    Exhibit DD-4


     


    

 


	the
    filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference in the
    Depositor’s registration statement.	 

	Item
                                         9.01(d): Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
                                         Administrator

	Item
                                         15: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
                                         Applicable.

	Item
                                         15: Exhibits (no. 100)

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
                                         Applicable.




 


    Exhibit DD-5


     


    


 


EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association, as Certificate
Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2022-C14—SEC REPORT PROCESSING


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays 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, 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, 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:


 




    Exhibit EE-1


     


    

 


Any inquiries related
to this notification should be directed to [                                 ], phone number: [           ]; email address: [                        ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


cc: Depositor


 




    Exhibit EE-2


     


    

 


EXHIBIT
FF



INITIAL SUB-SERVICERS


 


	Mortgage Loan Name	Subservicer Name
	Coleman Highline Phase IV	KeyBank National Association



 



    Exhibit FF-1


     


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


		1.	KeyBank National Association



 




    Exhibit GG-1


     


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BBCMS Mortgage Trust 2022-C14, Commercial
Mortgage Pass-Through Certificates, Series 2022-C14 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [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] [Computershare Trust Company, National Association,
as Certificate Administrator] [Wilmington Trust, National Association, as Trustee] (the “Certifying Servicer”),
certify to Barclays Commercial Mortgage Securities LLC and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date: 	 	 



 


[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]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee]


 





	By: 	 	 
	 	Name:	 
	 	Title:	 



 




    Exhibit HH-1


     


    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__]
(the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions
covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer,
special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer
has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in
paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB
to assess the compliance with the applicable servicing criteria;


 


The criteria listed in
the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer
based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer
has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting
Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer
has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described
on Schedule B hereto];


 


The Reporting Servicer
has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[,
except as described on Schedule B hereto]; and


 





 



1      Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to
be issued), if applicable.


 



    Exhibit II-1


     


    

 


[____], a registered
public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable
servicing criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit II-2


     


    

 


EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA E-MAIL:


 


To:          Computershare Trust Company, National
Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref: BBCMS 2022-C14, Additional Debt Notice
for Form 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


 


	Portfolio
    Name	Mortgage

    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	BBCMS 2022-C14	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2022-C14	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS 2022-C14	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1


     


    

 


EXHIBIT
LL



[RESERVED]


 




    Exhibit LL-1


     


    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND
VIA EMAIL TO:  CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA
FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association, as Certificate
Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE:   **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04
of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays 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, 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, the undersigned, as [     ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the
Collection Account and REO Account balance information:


 


	Account Name	Beginning Balance as of MM/DD/YYYY	Ending Balance as of MM/DD/YYYY
	Master Servicer’s Collection Account	 	 
	REO Account	 	 


]


 


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: [                         ].


 






    Exhibit MM-1


     


    

 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


cc: Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14

Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


 


Park Bridge Lender Services LLC


600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2022-C14 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


		Re:	BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14 (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated and effective as of February 1, 2022, Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and 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



 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________
(the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance
in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued pursuant to
the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


 



 


 



 






    Exhibit NN-1


     


    

 


 



 


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit NN-2


     


    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset
Review on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there
is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


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



 


		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


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



 





 





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


 






    Exhibit OO-1


     


    

 





	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
liability company, its sole member
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 






    Exhibit OO-2


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	31	Due on Sale or Encumbrance	 	 



 



    Exhibit OO-3


     


    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	BBCMS Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset
Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion
is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


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



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the
parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report Summary.



 


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



 





 






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


 






    Exhibit PP-1


     


    

 





	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
liability company, its sole member
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  




    Exhibit PP-2


     


    

 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	22	Compliance with Usury Laws
	32	Single-Purpose Entity





 



    Exhibit PP-3


     


    



 


EXHIBIT
QQ



ASSET REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures for
each Delinquent Loan based on the information provided for an Asset Review. 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
QQ 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	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review:




 


		●	CREFC®
Delinquent Loan Status Report



 


		●	Notice
of Asset Review Trigger (with attachments)



 


		●	Notice
of Asset Review Vote Election



 


		●	Notice
of Affirmative Asset Review Vote



 


		●	Asset
Review Notice



 


		●	List
of all Subject Loans



 


		●	Review
Materials for each Subject Loan via Secure Data Room access,



including the Diligence File



 


		●	Any
Unsolicited Information (if applicable)



 


	Step 2 	For each Subject 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 Subject Loan are
missing, using the list of documents provided in the definition of “Mortgage File” of this Agreement, any comparable
lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such Subject
Loan, to guide its review and determination.




 


	Step 3 	If ARR determines
that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any documents required
to complete an Asset Review of such Subject Loan, ARR prepares list of such




 






    Exhibit QQ-1


     


    

 





		missing documents and (i) notifies the Master Servicer (with respect to Non-Specially Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) of such missing documents, and requests that the Master
Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession
and (ii) in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be,
the ARR shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Subject 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



 


		○	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;



 


		○	completing
                                         the Asset Review Report by setting forth, for each Subject 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 QQ-2


     


    

 


EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING


ACCESS
TO SECURE DATA ROOM


 


Computershare
Trust Company, National Association, 


as
Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14


 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and 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, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][an
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 


 


 



*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 






    Exhibit RR-1


     


    

 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


[Barclays
Commercial Mortgage Securities LLC, 


as
Depositor]*


 





	By:	             	 
	 	[Name]	 
	 	[Title]	 





 






    Exhibit RR-2


     


    

 


EXHIBIT
SS



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

                                         10851 Mastin Street

                                         Overland Park, Kansas 66210

                                         Attention: Executive Vice President – Division Head

         
	Park
                                         Bridge Lender Services LLC

        

        600
Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2022-C14 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	 	 


		Attention:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and 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, 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.


 





	 	Computershare
Trust Company, National Association, as Certificate Administrator for the Holders of the BBCMS Mortgage Trust 2022-C14, Commercial
Mortgage Pass-Through Certificates, Series 2022-C14
	 	 	 


 






    Exhibit SS-1


     


    

 





	 	By:	                               
	 	 	[Name]
	 	 	[Title]


 






    Exhibit SS-2


     


    

 


EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES


 


[Date]


 


	Barclays
                                         Commercial Mortgage Securities LLC

                                         745 Seventh Avenue

                                         New York, New York 10019

                                         Attention: Daniel Vinson

                                         daniel.vinson@barclays.com

         
	[KKR
                                         CMBS II Aggregator Type 2 L.P.

                                         30 Hudson Yards, Suite 7500

                                         New York, New York, 10001

                                         Facsimile number: (212) 750-0003

                                         Attention: Matt Salem, email: RESecurities@kkr.com]

         

        [OR
        SUBSEQUENT TRANSFEREE]

         



		Re:	BBCMS
                                         Mortgage Trust 2022-C14, Commercial Mortgage Pass-Through Certificates, Series 2022-C14



 


In
accordance with Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated and effective as of February 1, 2022
(the “Agreement”), the Certificate Administrator, as custodian, hereby acknowledges receipt of $[_] of the
Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates in the form of Definitive Certificates (CUSIP No. [_]) in the amount of
$[____] as defined in the Agreement, for the benefit of [____]. A copy of the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates
is attached as Exhibit A. Payments on the Class [E-RR][F-RR][G-RR][H-RR][J-RR][K-RR] Certificates will be made to the registered
holder thereto in accordance with the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION,

    not in its individual capacity

    but solely as Certificate Administrator
	 	 	 
	 	By:	                      
	 	 	Name:
	 	 	Title:


 






    Exhibit TT-1


     


    

 


SCHEDULE
1



MORTGAGE LOANS WITH ADDITIONAL SECURED DEBT


 


		1.	Coleman
                                         Highline Phase IV



 


		2.	The
                                         Summit



 






    Schedule 1-1


     


    

 


SCHEDULE
2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See
Annex E to the Prospectus.


 






    Schedule 2-1


     


    

 


SCHEDULE
3



DESIGNATED ESCROWS AND RESERVES


 


	Mortgage
    Loan 

Number	Mortgage
    Loan Name	Applicable
    Escrow or 

Reserve (Initial Amount)
	4	Chicago
    Business Center	Upfront
    Immediate Repairs ($1,090,000); CBS Reserve ($978,000); Upfront TI/LC Reserve ($640,000)
	5	Chicago
    Marketplace	Upfront
    TI/LC Reserve ($260,000)
	9	6700
    Paredes Line Road	TATILC
    ($506,912)
	11	Summit
    at Southpoint	Outstanding
    TI/LC ($1,289,121); Rent Abatement ($291,176); Holdback ($1,750,000)
	12	26
    Quincy Street	Upfront
    421A Affordable Units Leasing Reserve ($367,950)
	13	The
    Hallmark	Upfront
    Immediate Repairs Reserve ($85,663)
	15	12000
    Biscayne Boulevard	Outstanding
    TI Reserve ($570,821); Free Rent Reserve ($52,200)
	19	6606
    Tussing Road	General
    ($350,000)
	21	312
    97th Street	Upfront
    Real Estate Tax Abatement Reserve ($4,250,000)
	22	Old
    Courthouse Square	Upfront
    Capital Expenditure Reserve ($405,000); TI/LC Reserve ($328,000); Existing TI/LC Obligations Reserve ($241,264); Gap Rent
    Reserve ($153,721)
	25	Hillcroft
    Shopping Center	TATILC
    ($30,000)
	26	Fondo
    Nueve Portfolio	Existing
    Violations ($50,000); Rent Replications ($15,438); Unfunded Obligations ($3,015)
	30	Dupont
    Medical Building	Outstanding
    TI/LC ($360,055); Rent Abatement ($168,112)
	31	Drusilla
    Village	Upfront
    Required Repairs 



 






    Schedule 3-1


     


    

 


	 	 	($1,015,817)
	38	1210
    Stanbridge Street	TI/LC
    Reserve ($375,000)
	41	Comfort
    Suites – Florence	Seasonality
    ($110,000)
	48	Ocoee
    Corners	TI/LC
    Reserve ($137,900)
	57	Draper
    J Office	Prepaid
    Rent ($15,975)