Exhibit 4.1


 





EXECUTION VERSION


 


 


BMO COMMERCIAL MORTGAGE SECURITIES LLC,

Depositor,


KEYBANK
NATIONAL ASSOCIATION, 

Master Servicer,


CWCapital
Asset Management LLC, KEYBANK NATIONAL ASSOCIATION AND SITUS HOLDINGS, LLC,

each as a Special Servicer as described herein,


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer,


Computershare
Trust Company, National Association,

Certificate Administrator,


and


wilmington
trust, national association,

Trustee


 






POOLING AND SERVICING AGREEMENT
 Dated as of February 1, 2022





 



 



 


BMO 2022-C1 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2022-C1




    	 	 	 



    	 	 



    


	TABLE
    OF CONTENTS
	 
	page
	 
	 
	Article
    I
	 
	DEFINITIONS
	 
	Section 1.01            	Defined Terms	11
	Section 1.02	Certain Calculations	170
	Section 1.03	Certain Constructions	179
	 	 	 
	Article
    II
	 
	CONVEYANCE
    OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans and Trust Subordinate Companion
    Loans	180
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate
    Administrator	186
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or
    Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	189
	Section 2.04	Representations and Warranties of the Depositor	208
	Section 2.05	Representations, Warranties and Covenants of the Master
    Servicer	210
	Section 2.06	Representations, Warranties and Covenants of the Special
    Servicer	212
	.	212	 
	Section 2.07	Representations and Warranties of the Trustee	215
	Section 2.08	Representations and Warranties of the Certificate Administrator	216
	Section 2.09	Representations, Warranties and Covenants of the Operating
    Advisor	218
	Section 2.10	Representations, Warranties and Covenants of the Asset Representations
    Reviewer	220
	Section 2.11	Execution and Delivery of Certificates; Issuance of Lower-Tier
    Regular Interests, 360 Rosemary Regular Interests and 111 River Street Regular Interests	222
	Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	222
	Section 2.13	Bare Trust	224
	 	 	 
	Article
    III
	 
	ADMINISTRATION
    AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBRODINATE COMPANION LOANS
	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration
    of the Mortgage Loans AND Trust Subordinate Companion Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	224
	Section 3.02	Liability of the Master Servicer and the Special Servicer	238
	Section 3.03	Collection of Certain Mortgage Loan Payments	239
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow
    Accounts	241




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	 	 	Page
	 	 	 
	 	 	 
	Section 3.05	Collection Account; Distribution Accounts; and
    Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account	244
	Section 3.05A	Loan Combination Custodial Account	249
	Section 3.06	Permitted Withdrawals From the Collection Account	252
	Section 3.06A.        	Permitted Withdrawals From the Loan Combination Custodial
    Account	260
	Section 3.07	Investment of Funds in the Collection Account, the REO Account,
    the Mortgagor Accounts, and Other Accounts	265
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions
    and Fidelity Coverage	268
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
    Assumption Agreements; Defeasance Provisions	273
	Section 3.10	Appraisal Reductions; Calculation and Allocation of Collateral
    Deficiency Amounts; Realization Upon Defaulted Loans	280
	Section 3.11	Trustee, Certificate Administrator and Custodian to Cooperate;
    Release of Mortgage Files	289
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and
    Special Servicing Compensation	290
	Section 3.13	Compensating Interest Payments	300
	Section 3.14	Application of Penalty Charges and Modification Fees	301
	Section 3.15	Access to Certain Documentation	303
	Section 3.16	Title and Management of REO Properties	304
	Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside
    Serviced Mortgage Loans	309
	Section 3.18	Additional Obligations of the Master Servicer; Inspections;
    Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	318
	Section 3.19	Lock-Box Accounts, Escrow Accounts	319
	Section 3.20	Property Advances	319
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	324
	Section 3.22	Transfer of Servicing Between Master Servicer and Special
    Servicer; Record Keeping	330
	Section 3.23	Interest Reserve Account	331
	Section 3.24	Modifications, Waivers, Amendments and Other Actions	331
	Section 3.25	Additional Obligations With Respect to Certain Mortgage
    Loans	338
	Section 3.26	Certain Matters Relating to the Outside Serviced Mortgage
    Loans	338
	Section 3.27	Additional Matters Regarding Advance Reimbursement	339
	Section 3.28	Serviced Companion Loan Intercreditor Matters	341
	Section 3.29	Appointment and Duties of the Operating Advisor	344
	Section 3.30	Rating Agency Confirmation	351
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	354
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	355
	Section 3.33	Litigation Control	356
	Section 3.34	Resignation Upon Prohibited Risk Retention Affiliation	360




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	 	 	 Page
	 	 	 
	 	 	 
	Article IV
	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01            	Distributions	361
	Section 4.02	Statements to Certificateholders and Uncertificated VRR
    Interest Owner; Certain Reports by the Master Servicer and the Special Servicer	385
	Section 4.03	Compliance With Withholding Requirements	407
	Section 4.04	REMIC Compliance	408
	Section 4.05	Imposition of Tax on the Trust REMICs	410
	Section 4.06	Remittances; P&I Advances	412
	Section 4.07	Grantor Trust Reporting	419
	Section 4.08	Calculations	421
	Section 4.09	Secure Data Room	421
	 	 	 
	Article V
	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	423
	Section 5.02	Form and Registration	424
	Section 5.03	Registration of Transfer and Exchange of Certificates	428
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	438
	Section 5.05	Persons Deemed Owners	439
	Section 5.06	Appointment of Paying Agent	439
	Section 5.07	Access to Certificateholders’ Names and Addresses;
    Special Notices	439
	Section 5.08	Actions of Certificateholders	441
	Section 5.09	Authenticating Agent	441
	Section 5.10	Appointment of Custodian	442
	Section 5.11	Maintenance of Office or Agency	443
	Section 5.12	Voting Procedures	443
	 	 	 
	Article VI
	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling Class Representative
	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special
    Servicer, the Asset Representations Reviewer and the Operating Advisor	445
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special
    Servicer, the Operating Advisor and the Asset Representations Reviewer	445
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer,
    the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	446
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special
    Servicer or the Operating Advisor	448




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	 	 	Page
	 	 	 
	 	 	 
	Section 6.05	Rights of the Depositor, the Trustee and the
    Certificate Administrator in Respect of the Master Servicer and Special Servicer	451
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	451
	Section 6.07	Rating Agency Fees	452
	Section 6.08	Termination of the Special Servicer	452
	Section 6.09	The Directing Holder, the Controlling Class Representative
    and the Risk Retention Consultation Parties	462
	 
	Article
    VII
	 
	DEFAULT
	 	 	 
	Section 7.01	Servicer Termination Events	474
	Section 7.02	Trustee to Act; Appointment of Successor	481
	Section 7.03            	Notification to Certificateholders	483
	Section 7.04	Other Remedies of Trustee	483
	Section 7.05	Waiver of Past Servicer Termination Events and Operating
    Advisor Termination Events; Termination	483
	Section 7.06	Termination of the Operating Advisor	485
	 
	Article
    VIII
	 
	CONCERNING
    THE TRUSTEE and The Certificate Administrator
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	488
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate
    Administrator	492
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is
    Liable for Certificates or Trust Loans	495
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	497
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses;
    Indemnification	497
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate
    Administrator	500
	Section 8.07	Resignation and Removal of the Trustee or the Certificate
    Administrator	501
	Section 8.08	Successor Trustee or Successor Certificate Administrator	503
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate
    Administrator	504
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	504
	Section 8.11	Access to Certain Information	505
	 
	Article
    IX
	 
	TERMINATION;
    OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 
	Section 9.01	Termination; Optional Trust Loan Purchase	507




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	PAGE
	 
	 
	Article
    X
	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	517
	Section 10.02	Succession; Sub-Servicers; Subcontractors.	518
	Section 10.03	Filing Obligations	520
	Section 10.04	Form 10-D and Form ABS-EE Filings.	522
	Section 10.05	Form 10-K Filings.	526
	Section 10.06	Sarbanes-Oxley Certification	529
	Section 10.07	Form 8-K Filings	530
	Section 10.08	Annual Compliance Statements	533
	Section 10.09	Annual Reports on Assessment of Compliance With Servicing
    Criteria	534
	Section 10.10	Annual Independent Public Accountants’ Servicing Report	536
	Section 10.11	Significant Obligors	537
	Section 10.12	Indemnification	538
	Section 10.13	Amendments	541
	Section 10.14	Regulation AB Notices	541
	Section 10.15	Termination of the Certificate Administrator	541
	Section 10.16	Termination of the Master Servicer or the Special Servicer	542
	Section 10.17	Termination of Sub-Servicing Agreements	542
	Section 10.18	Notification Requirements and Deliveries in Connection With
    Securitization of a Serviced Companion Loan	543
	Section 10.19	Termination of Exchange Act Filings With Respect to the
    Trust	545
	 
	Article
    XI
	 
	ASSET
    REVIEW PROVISIONS
	 	 	 
	Section 11.01	Asset Review	545
	Section 11.02	Payment of Asset Representations Asset Review Fee and Expenses;
    Limitation of Liability	553
	Section 11.03	Resignation of the Asset Representations Reviewer	554
	Section 11.04	Restrictions of the Asset Representations Reviewer	555
	Section 11.05	Termination of the Asset Representations Reviewer	555
	 
	Article
    XII
	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 12.01	Counterparts	558
	Section 12.02	Limitation on Rights of Certificateholders	558
	Section 12.03	Governing Law	559
	Section 12.04	Notices	560
	Section 12.05	Severability of Provisions	570
	Section 12.06	Notice to the Rule 17g-5 Information Provider, Depositor
    and Each Rating Agency	570
	Section 12.07	Amendment	572
	Section 12.08          	Confirmation of Intent	576




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	 	 	Page
	 	 	 
	 	 	 
	Section 12.09	Third-Party Beneficiaries	576
	Section 12.10	Request by Certificateholders or the Serviced Companion
    Loan Holder	577
	Section 12.11	Waiver of Jury Trial	577
	Section 12.12	Submission to Jurisdiction..........................................578	 
	Section 12.13	Exchange Act Rule 17g-5 Procedures	578
	Section 12.14	Cooperation With the Mortgage Loan Sellers With Respect
    to Rights Under the Loan Agreements	584
	Section 12.15          	Electronic Signatures.	584



 




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	TABLE
    OF EXHIBITS
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-AB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class C Certificate
	Exhibit A-11	Form of Class X-B Certificate
	Exhibit A-12	Form of Class X-D Certificate
	Exhibit A-13	Form of Class X-F Certificate
	Exhibit A-14	Form of Class X-G Certificate
	Exhibit A-15	Form of Class X-H Certificate
	Exhibit A-16	Form of Class X-J Certificate
	Exhibit A-17	Form of Class D Certificate
	Exhibit A-18	Form of Class E Certificate
	Exhibit A-19	Form of Class F Certificate
	Exhibit A-20	Form of Class G Certificate
	Exhibit A-21	Form of Class H Certificate
	Exhibit A-22	Form of Class J Certificate
	Exhibit A-23	Form of Class R Certificate
	Exhibit A-24	Form of Class S Certificate
	Exhibit A-25	Form of Class 360A Certificate
	Exhibit A-26	Form of Class 360X Certificate
	Exhibit A-27	Form of Class 360B Certificate
	Exhibit A-28	Form of Class 360C Certificate
	Exhibit A-29	Form of Class 360D Certificate
	Exhibit A-30	Form of Class 360E Certificate
	Exhibit A-31	Form of Class 360RR Certificate
	Exhibit A-32	Form of Class 111A Certificate
	Exhibit A-33	Form of Class 111B Certificate
	Exhibit A-34	Form of Class 111C Certificate
	Exhibit A-35	Form of Class 111D Certificate
	Exhibit A-36                           	Form of Class 111E Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A
    Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A
    Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S
    Global Certificate to Rule 144A Global Certificate during Restricted Period




    	 	- i -	 



    	 	 



    


 


	Exhibit H	Form of Certification
    to be given by Certificate Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for
    Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for
    Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for
    Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections
    860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form of Transferor Letter for Transfer
    of Class R Certificates
	Exhibit L-2B	Form of Transferor Letter for Transfer
    of Non-Book Entry Certificates (other than Public Certificates)
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation
    Letter
	Exhibit L-5A	Form of Transferee Certificate
    for Transfer of Uncertificated VRR Interest
	Exhibit L-5B	Form of Transferee Certificate
    for Transfer of Uncertificated 111RR Interest
	Exhibit L-5C	[RESERVED]
	Exhibit L-5D	Form of Transferee Certificate
    for Transfer of Class 360RR Certificates
	Exhibit L-6A	Form of Transferor Certificate
    for Transfer of Uncertificated VRR Interest
	Exhibit L-6B	Form of Transferor Certificate
    for Transfer of Uncertificated 111RR Interest
	Exhibit L-6C	[RESERVED]
	Exhibit L-6D	Form of Transferor Certificate
    for Transfer of Class 360RR Certificates
	Exhibit M-1A                         	Form of Investor Certification
    for Non-Borrower Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder,
    the 360 Rosemary Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street Controlling
    Class Representative and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification
    for Non-Borrower Party (for the Controlling Class Representative, Controlling Class Certificateholder, the 360 Rosemary
    Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street Controlling Class Representative
    and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification
    for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the 360 Rosemary Controlling
    Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street Controlling




    	 	- ii -	 



    	 	 



    


 


		Class Representative
    and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit M-1D	Form of Investor Certification
    for Borrower Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder,
    a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s), the 360 Rosemary Controlling Class Representative,
    a 360 Rosemary Controlling Class Certificateholder, the 111 River Street Controlling Class Representative and/or a 111 River Street
    Controlling Class Certificateholder or a Combined Uncertificated VRR Interest Owner)
	Exhibit M-1E	Form of Investor Certification
    for Borrower Party (for a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s) or a Combined Uncertificated
    VRR Interest Owner)
	Exhibit M-1F	Form of Notice of Excluded Controlling
    Class Holder
	Exhibit M-1G	Form of Notice of Excluded Controlling
    Class Holder to Certificate Administrator
	Exhibit M-1H	Form of Certification of the Controlling
    Class Representative, the 360 Rosemary Controlling Class Representative and the 111 River Street Controlling Class Representative
	Exhibit M-1I	Form of Certification of a Risk
    Retention Consultation Party
	Exhibit M-2A                         	Form of Investor Certification
    for Exercising Voting Rights or Pooled Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification
    for Exercising Voting Rights or Pooled Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit M-5	Form of NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed
    in Assessment of Compliance
	Exhibit P	[RESERVED]
	Exhibit Q	Retained Defeasance Rights and
    Obligations Mortgage Loans
	Exhibit R	Form of Operating Advisor Annual
    Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special
    Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W-1	Form of Additional Disclosure Notification
	Exhibit W-2	Form of Additional Disclosure Notification
    (Accounts)
	Exhibit W-3	Form of Notice of Additional Indebtedness
    Notification
	Exhibit X	Form Certification to be Provided
    with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided
    to Depositor by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided
    to Depositor by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided
    to Depositor by the Special Servicer




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	Exhibit Y-4	Form of Certification to be Provided to Depositor
    by the Operating Advisor
	Exhibit Y-5	Form of Certification to be Provided to Depositor by the
    Custodian
	Exhibit Y-6	Form of Certification to be Provided to Depositor by the
    Trustee
	Exhibit Y-7	Form of Certification to be Provided to Depositor by the
    Asset Representations Reviewer
	Exhibit Y-8	Form of Certification to be Provided to Depositor by a Sub-Servicer
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1                          	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess
    Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess
    Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of
    Mortgage Loan
	Exhibit EE	[RESERVED]
	Exhibit FF-1	Form of Notice Regarding Outside Serviced Mortgage Loan
    (2 Riverfront Plaza) [TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]
	Exhibit FF-2	Form of Notice Regarding Outside Serviced Mortgage Loan
    (AMF Portfolio)
	Exhibit FF-3	Form of Notice Regarding Outside Serviced Mortgage Loan
    (Bedrock Portfolio)
	Exhibit FF-4	Form of Notice Regarding Outside Serviced Mortgage Loan
    (Coleman Highline Phase IV)
	Exhibit FF-5	Form of Notice Regarding Outside Serviced Mortgage Loan
    (IPCC National Storage Portfolio XV) [TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]
	Exhibit FF-6	Form of Notice Regarding Outside Serviced Mortgage Loan
    (Hudson Commons)
	Exhibit FF-7	Form of Notice Regarding Outside Serviced Mortgage Loan
    (601 Lexington)
	Exhibit FF-8	Form of Notice Regarding Outside Serviced Mortgage Loan
    (Meadowood Mall)
	 	 
	Exhibit FF-9	Form of Notice Regarding Outside Serviced Mortgage Loan
    (Wyndham National Hotel Portfolio)
	Exhibit GG	Serviced Loans With Holdbacks, Escrows or Reserves Exceeding,
    In The Aggregate, 10% of the Initial Principal Balance of the related Serviced Loan
	Exhibit HH	Form of Asset Review Report
	Exhibit II	Form of Asset Review Report Summary
	Exhibit JJ	Asset Review Procedures




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	Exhibit KK	Form of Certification to Certificate
    Administrator Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of
    [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]

     

	Exhibit MM                            	Form of Certificate Administrator Receipt in Respect
    of Risk Retention Certificates
	Exhibit NN	Initial Serviced Companion Loan Holders




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Pooling and Servicing Agreement,
dated as of February 1, 2022, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Situs Holdings, LLC, as a Special Servicer, solely with respect to the 360 Rosemary
Loan Combination, KeyBank National Association, as a Special Servicer solely with respect to the 111 River Street Loan Combination, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


PRELIMINARY STATEMENT:


(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


The Depositor intends to
sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together with the Combined Uncertificated
VRR Interest, will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and
the Trust Subordinate Companion Loans. As provided herein, the Certificate Administrator will elect that four segregated portions of the
Trust Fund (other than any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust Assets) be treated for federal
income tax purposes as four separate REMICs (designated as the “360 Rosemary REMIC,” the “111 River Street
REMIC,” the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively).


In addition, the parties
intend that the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S Specific Grantor Trust
Assets will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely for federal income tax purposes,
the Class VRR Certificates and the Combined Uncertificated VRR Interest shall represent undivided beneficial interests in any VRR
Specific Grantor Trust Assets, and the Class S Certificates shall represent undivided beneficial interests in any Class S Specific
Grantor Trust Assets.


360 ROSEMARY REMIC


The 360 Rosemary REMIC
will hold the 360 Rosemary Trust Subordinate Companion Loan and will issue (i) 6 classes of uncertificated 360 Rosemary Regular Interests
(designated as the Class L360A, Class L360B, Class L360C, Class L360D, Class L360E and Class L360RR 360
Rosemary Regular Interests, respectively), each of which will constitute a class of “regular interests” in the 360 Rosemary
REMIC, and (ii) the 360 Rosemary Residual Interest, which will be the sole class of “residual interests” in the 360 Rosemary
REMIC and will be evidenced by the Class R Certificates.




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The following table sets
forth the per annum rate at which interest will accrue on, and the original 360 Rosemary Principal Balance of, each 360 Rosemary
Regular Interest:


	Designation
    of 360 

Rosemary Regular Interest
	Interest
    Rate
	Original
    360 Rosemary 

Principal Balance

	Class L360A	(1)	$	20,750,000	 
	Class L360B	(1)	$	18,495,000	 
	Class L360C	(1)	$	18,650,000	 
	Class L360D	(1)	$	17,919,000	 
	Class L360E	(1)	$	18,838,000	 
	Class L360RR	(1)	$	6,150,000	 





 






(1)       Each
360 Rosemary Regular Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 360 Rosemary Trust Subordinate Companion
Loan in effect from time to time.


The 360 Rosemary Residual
Interest will not have a principal balance, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges.
Any 360 Rosemary Available Funds remaining in the 360 Rosemary REMIC Distribution Account after all distributions deemed made on the 360
Rosemary Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect of the
360 Rosemary Residual Interest.


The Holders of the 360
Rosemary Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with
respect to, the 360 Rosemary Trust Subordinate Companion Loan, which is not part of the Mortgage Pool backing the Pooled Certificates.
No Class of Pooled Certificates has an interest in the 360 Rosemary Trust Subordinate Companion Loan.


111 RIVER STREET REMIC


The 111 River Street REMIC
will hold the 111 River Street Trust Subordinate Companion Loan and will issue (i) 6 classes of uncertificated 111 River Street Regular
Interests (designated as the Class L111A, Class L111B, Class L111C, Class L111D, Class L111E and L111RR 111 River
Street Regular Interests, respectively), each of which will constitute a class of “regular interests” in the 111 River Street
REMIC, and (ii) the 111 River Street Residual Interest, which will be the sole class of “residual interests” in the 111
River Street REMIC and will be evidenced by the Class R Certificates.


The following table sets
forth the per annum rate at which interest will accrue on, and the original 111 River Street Principal Balance of, each 111 River
Street Regular Interest:




    	 	- 2 -	 



    	 	 



    

 


	Designation
                                            of 111 River 

Street Regular Interest
	Interest
                                            Rate
	Original
                                            111 River Street

                                            Principal Balance

	Class L111A	(1)	$	11,837,000	 
	Class L111B	(1)	$	13,826,000	 
	Class L111C	(1)	$	16,738,000	 
	Class L111D	(1)	$	17,465,000	 
	Class L111E	(1)	$	12,569,000	 
	L111RR	(1)	$	3,815,000	 





 






(1)       Each
111 River Street Regular Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 111 River Street Trust Subordinate
Companion Loan in effect from time to time.


The 111 River Street Residual
Interest will not have a principal balance, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges.
Any 111 River Street Available Funds remaining in the 111 River Street REMIC Distribution Account after all distributions deemed made
on the 111 River Street Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in
respect of the 111 River Street Residual Interest.


The Holders of the 111
River Street Loan-Specific Certificates and the 111RR Interest Owner shall only be entitled to receive distributions in respect of,
and shall only incur losses with respect to, the 111 River Street Trust Subordinate Companion Loan, which is not part of the Mortgage
Pool backing the Pooled Certificates. No Class of Pooled Certificates has an interest in the 111 River Street Trust Subordinate Companion
Loan.


LOWER-TIER
REMIC


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


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


	Designation
    of Lower-Tier

 Regular Interest
	Interest
    Rate
	Original
    Lower-Tier 

Principal Balance

	Class LA-1	(1)	$	17,581,000	 
	Class LA-2	(1)	$	150,154,000	 
	Class LA-3	(1)	$	67,774,000	 
	Class LA-4	(1)	$	191,001,000	 
	Class LA-5	(1)	$	318,660,000	 
	Class LA-AB	(1)	$	25,170,000	 
	Class LA-S	(1)	$	93,541,000	 



 



    	 	- 3 -	 



    	 	 



    

 


	Class LB	(1)	$	52,273,000	 
	Class LC	(1)	$	49,522,000	 
	Class LD	(1)	$	31,639,000	 
	Class LE	(1)	$	23,385,000	 
	Class LF	(1)	$	13,756,000	 
	Class LG	(1)	$	17,883,000	 
	Class LH	(1)	$	23,385,000	 
	Class LJ	(1)	$	24,761,779	 
	Class LVRR	(1)	$	21,521,930	 





 






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


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


UPPER-TIER
REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests and will
issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class 360A, Class 360B,
Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E
Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) the Uncertificated
111RR Interest and the Class VRR Upper-Tier Regular Interest, each of which will be a class of “regular interests”
in the Upper-Tier REMIC, (iii) the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and
Class 360X Certificates, each class of which evidences one or more classes of “regular interests” in the Upper-Tier REMIC,
and (iv) the Upper-Tier Residual Interest, which will be the sole class of “residual interests” in the Upper-Tier
REMIC and will also be evidenced by the Class R Certificates.


The following table sets
forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the Class X-A, Class X-B,
Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class 360X Certificates, original Notional Amount,
as applicable, for each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates and Loan-Specific Certificates and for
the 111 River Street Interest and the Class VRR Upper-Tier Regular Interest:


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

    Balance / Original 

    Notional Amount

	Class A-1	2.19800%	$	17,581,000	 
	Class A-2	3.28100%	$	150,154,000	 
	Class A-3	2.95000%	$	67,774,000	 



 



    	 	- 4 -	 



    	 	 



    

 


	Class A-4	3.11900%	$	191,001,000	 
	Class A-5	3.37400%	$	318,660,000	 
	Class A-AB	3.35100%	$	25,170,000	 
	Class X-A(1)	0.49096%	$	863,881,000	 
	Class A-S	3.67600%	$	93,541,000	 
	Class B	3.46800%	$	52,273,000	 
	Class C	3.61700%	$	49,522,000	 
	Class X-B(1)	0.22676%	$	101,795,000	 
	Class X-D(1)	1.76725%	$	55,024,000	 
	Class X-F(1)	1.51725%	$	13,756,000	 
	Class X-G(1)	1.51725%	$	17,883,000	 
	Class X-H(1)	1.51725%	$	23,385,000	 
	Class X-J(1)	1.51725%	$	24,761,779	 
	Class D	2.00000%	$	31,639,000	 
	Class E	2.00000%	$	23,385,000	 
	Class F	2.25000%	$	13,756,000	 
	Class G	2.25000%	$	17,883,000	 
	Class H	2.25000%	$	23,385,000	 
	Class J	2.25000%	$	24,761,779	 
	Class 360A	3.77600%	$	20,750,000	 
	Class 360X(1)	0.17100%	$	20,750,000	 
	Class 360B	3.94700%	$	18,495,000	 
	Class 360C	3.94700%	$	18,650,000	 
	Class 360D	3.94700%	$	17,919,000	 
	Class 360E	3.94700%	$	18,838,000	 
	Class 360RR	3.94700%	$	6,150,000	 
	Class 111A	3.27700%	$	11,837,000	 
	Class 111B	3.27700%	$	13,826,000	 
	Class 111C	3.27700%	$	16,738,000	 
	Class 111D	3.27700%	$	17,465,000	 
	Class 111E	3.27700%	$	12,569,000	 
	Uncertificated 111RR Interest	(2)	$	3,815,000	 
	Class VRR Upper-Tier
    Regular Interest	(3)	$	21,521,930	(4) 





 






(1)       The Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class 360X Certificates will not have Certificate
Balances; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.


(2)       Other
than for tax reporting purposes, the Uncertificated 111RR Interest will not have a specified Pass-Through Rate, but will be entitled
to interest on any Distribution Date equal to the 111RR Interest Distribution Amount for such Distribution Date. For tax reporting purposes,
the Uncertificated 111RR Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 111 River Street Trust Subordinate
Companion Loan in effect from time to time.


(3)       Other
than for tax reporting purposes, the Class VRR Upper-Tier Regular Interest will not have a Pass-Through Rate, but will be
entitled to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date as set forth in
Section 4.01(c). For tax reporting purposes, the Class VRR Upper-Tier Regular Interest will accrue interest at the WAC
Rate in effect from time to time.


(4)       $21,521,930
is also the initial Combined Uncertificated VRR Interest Balance.




    	 	- 5 -	 



    	 	 



    

The Upper-Tier Residual
Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield
Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions
under this Agreement have been made with respect to the Regular Certificates, the Uncertificated 111RR Interest and the Class VRR Upper-Tier
Regular Interest, will be distributed to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


The following table sets
forth, with respect to each Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates and Loan-Specific Principal
Balance Certificates and with respect to the Class VRR Upper-Tier Regular Interest, the corresponding Lower-Tier Regular Interest
(the “Corresponding Lower-Tier Regular Interest”), 360 Rosemary Regular Interest (the “Corresponding 360
Rosemary Regular Interest”) or 111 River Street Regular Interest (the “Corresponding 111 River Street Regular Interest”),
as applicable, and any corresponding component of the Class X Certificates (the “Corresponding Component”). Each
Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates constitutes the “Corresponding Certificates”
with respect to each of the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The
Class VRR Upper-Tier Regular Interest is deemed to be the “Corresponding Certificates” with respect to the Class LVRR
Lower-Tier Regular Interest. Each Class of 360 Rosemary Loan-Specific Principal Balance Certificates constitutes the “Corresponding
Certificates” with respect to each of the Corresponding 360 Rosemary Regular Interest and the Corresponding Component (if any)
for that Class. Each Class of 111 River Street Loan-Specific Certificates constitutes the “Corresponding Certificates”
with respect to the Corresponding 111 River Street Regular Interest for that Class. The Uncertificated 111RR Interest is deemed to be
the “Corresponding Certificate” with respect to the L111RR 111 River Street Lower-Tier Regular Interest.


	Class Designation
	Corresponding
    Lower-Tier Regular Interest, 360 Rosemary Regular Interest or 111 River Street Regular Interest(1)
	Corresponding
    

Component(1)

	Class A-1	Class LA-1	Class A-1
	Class A-2	Class LA-2	Class A-2
	Class A-3	Class LA-3	Class A-3
	Class A-4	Class LA-4	Class A-4
	Class A-5	Class LA-5	Class A-5
	Class A-AB	Class LA-AB	Class A-AB
	Class A-S	Class LA-S	Class A-S
	Class B	Class LB	Class B
	Class C	Class LC	Class C
	Class D	Class LD	Class D
	Class E	Class LE	Class E
	Class F	Class
    LF	Class
    F
	Class G	Class
    LG	Class
    G
	Class H	Class
    LH	Class
    H
	Class J	Class
    LJ	Class
    J




    	 	- 6 -	 



    	 	 



    

 


	Class VRR
    Upper-Tier Regular Interest	Class LVRR	N/A
	Class 360A	Class L360A	Class
    360A
	Class 360B	Class L360B	N/A
	Class 360C	Class L360C	N/A
	Class 360D	Class L360D	N/A
	Class 360E	Class L360E	N/A
	Class 360RR	Class L360RR	N/A
	Class 111A	Class
    L111A	N/A
	Class 111B	Class
    L111B	N/A
	Class 111C	Class
    L111C	N/A
	Class 111D	Class
    L111D	N/A
	Class 111E	Class
    L111E	N/A
	Uncertificated 111RR Interest	L111RR	N/A





 






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


GRANTOR TRUST


The portions of the Trust
Fund consisting of the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets shall be treated as a grantor
trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. The
Class VRR Certificates (if issued) and the Combined Uncertificated VRR Interest (with a Combined Uncertificated VRR Interest Balance
of $21,521,930) shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the VRR Specific Grantor
Trust Assets, and the Class S Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of the Class S Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions that would
cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of any Trust REMIC.


LOAN COMBINATIONS


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




    	 	- 7 -	 



    	 	 



    

 


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

	1	IPCC National Storage Portfolio XVI	Serviced	N/A	December 16, 2021	
    Note A-1

    Note A-4
	
    Note A-2

    Note A-3

    Note A-5
	N/A
	2	360 Rosemary	Serviced	N/A	February 1, 2022	
    Note A-1

    Note A-2

     
	
    Note A-3

    Note A-4

    Note A-5
	
    Note B

    Note C

	4	Coleman Highline Phase IV	Outside Serviced	BBCMS 2022-C14	February 1, 2022	
    Note A-8

    Note A-9
	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7
	
    Note B-1

    Note B-2

	5	AMF Portfolio	Outside Serviced	BBCMS 2021-C12	October 29, 2021	
    Note A-4

    Note A-5-1
	
    Note A-1

    Note A-2

    Note A-3

    Note A-5-2

    Note A-6

    Note A-7

    Note A-8

    Note A-9

    Note A-10
	N/A
	6	601 Lexington Avenue	Outside Serviced	BXP Trust 2021-601L	December 29, 2021	A-2-C3-1	
    Note A-1-S1

    Note A-1-C1

    Note A-1-C2

    Note A-1-C3

    Note A-1-C4

    Note A-2-S1

    Note A-2-C1

    Note A-2-C2-1

    Note A-2-C2-2

    Note A-2-C3-2

    Note A-2-C4

    Note A-3-S1

    Note A-3-C1

    Note A-3-C2

    Note A-3-C3

    Note A-3-C4

    Note A-4-S1

    Note A-4-C1

    Note A-4-C2-1

    Note A-4-C2-2

    Note A-4-C3

    Note A-4-C4
	
    Note B-1

    Note B-2

    Note B-3

    Note B-4

	7	Hudson Commons	Outside Serviced	COMM 2022-HC	December 17, 2021	Note A-5	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-6
	Note B
	8	Bedrock Portfolio	Outside Serviced	Benchmark 2022-B32	January 1, 2022	Note A-2-1	Note A-1-1


Note A-1-2


Note A-1-3


Note A-1-4

	N/A




    	 	- 8 -	 



    	 	 



    

 


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

							
    

    Note A-1-5

    Note A-1-6

    Note A-2-2

    Note A-2-3

    Note A-2-4
	
	9	IPCC National Storage Portfolio XV	Servicing Shift	N/A	December 16, 2021	
    Note A-2

    Note A-3
	
    Note A-1

    Note A-4
	N/A
	10	111 River Street	Serviced	N/A	February 1, 2022	Note A-1	
    Note A-2

    Note A-3
	Note B
	11	2 Riverfront Plaza	 Servicing Shift	N/A	February 1, 2022	Note A-1	
    Note A-2

    Note A-3

    Note A-4

    Note A-5
	N/A
	15	NYC MFRT Portfolio	Serviced	N/A	February 1, 2022	Note A-1	
    Note A-2

    Note A-3
	N/A
	20	Wyndham National Hotel Portfolio	Outside Serviced	UBS 2019-C18	December 20, 2019	Note A-4	
    Note A-1

    Note A-2

    Note A-3

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-9

    Note A-10

    Note A-11

    Note A-12
	N/A
	22	Meadowood Mall	Outside Serviced	Wells Fargo Commercial Mortgage Trust 2021-C61	November 5, 2021	Note A-3	
    Note A-1

    Note A-2

    Note A-4
	Note B


 


CREDIT RISK
RETENTION:


Pooled Certificates


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


On the Closing Date, pursuant
to the Sabal Mortgage Loan Purchase Agreement, as partial consideration for the Mortgage Loans that Sabal is transferring to the Depositor,
SSOF VRR LLC, a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Sabal, will receive an “eligible
vertical interest” (as such term is defined in Regulation RR) in the form of Pooled Certificates representing approximately 3.14211%
of the Certificate Balance or the Notional Amount, as applicable, of each Class of Pooled Regular Certificates, and an approximately




    	 	- 9 -	 



    	 	 



    

3.08184% Percentage Interest in the Class S
Certificates (collectively, the “Sabal VRR Interest Portion” or the “VRR2 Interest”).


On the Closing Date, pursuant
to the BMO Mortgage Loan Purchase Agreement, BMO, an “originator” (within the meaning of Regulation RR) of the Mortgage Loans
and/or portions thereof representing approximately 38.36% of the aggregate Cut-off Date Balance of all the Mortgage Loans), will receive
from the Depositor, an “eligible vertical interest” (as such term is defined in Regulation RR) in the form of the Combined
Uncertificated VRR Interest with an initial principal balance of $21,521,930 (the “BMO VRR Interest Portion” or the
“VRR1 Interest”), in exchange for a reduction in the price that BMO is to receive for its sale to the Depositor of
the Mortgage Loans and/or portions thereof that it is transferring to the Depositor.


360 Rosemary Loan-Specific Certificates


BMO will be the “retaining
sponsor” (as such term is defined in Regulation RR) (the “360 Rosemary Retaining Sponsor”) for the securitization
transaction constituted by the securitization of the 360 Rosemary Trust Subordinate Companion Loan and the issuance of the 360 Rosemary
Loan-Specific Certificates. The 360 Rosemary Retaining Sponsor will satisfy its risk retention requirements under Regulation RR with
respect to such securitization by a third party purchaser (the “360 Rosemary Retaining Third Party Purchaser”), which
will be RICP III 360R HRR, LLC, purchasing, on the Closing Date for cash, and holding for its own account an “eligible horizontal
residual interest” (as defined in Regulation RR) that will consist of the Class 360RR Certificates having a fair value equal
to at least 5.0% of the aggregate fair value of all 360 Rosemary Loan-Specific Certificates, as of the Closing Date.


111 River Street Loan-Specific Certificates


BMO will be the “retaining
sponsor” (as such term is defined in Regulation RR) (the “111 River Street Retaining Sponsor”) for the securitization
transaction constituted by the securitization of the 111 River Street Trust Subordinate Companion Loan and the issuance of the 111 River
Street Loan-Specific Certificates and the Uncertificated 111RR Interest. The 111 River Street Retaining Sponsor will satisfy its risk
retention requirements under Regulation RR with respect to such securitization by it or its “majority-owned affiliate” (as
such term is defined in Regulation RR) holding for its own account an “eligible vertical interest” (as defined in Regulation
RR) that will consist of the Uncertificated 111RR Interest.


 


* * * * *


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,122,007,709, the 360 Rosemary Trust Subordinate
Companion Loan has a Stated Principal Balance equal to approximately $100,802,000, and the 111 River Street Trust Subordinate Companion
Loan has a Stated Principal Balance equal to approximately $76,250,000.




    	 	- 10 -	 



    	 	 



    

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


Article
I



DEFINITIONS


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


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


“111 River Street
Available Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt, will not include
any amounts received in respect of the Mortgage Loans or 360 Rosemary Trust Subordinate Companion Loan):


(a)       the
aggregate amount of all cash received on the 111 River Street Trust Subordinate Companion Loan and, to the extent allocable to the 111
River Street Trust Subordinate Companion Loan, any related REO Property that is on deposit in the Collection Account (in each case, exclusive
of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage
Loan, any other Companion Loan, the holders of the Pooled Certificates or the holders of the 360 Rosemary Loan-Specific Certificates)
and/or the 111 River Street Trust REMIC Distribution Account as of the close of business on the business day immediately preceding the
Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without duplication):


(i)       any
scheduled payments of principal and/or interest, including any balloon payments that are accompanied by interest due through the related
maturity date, paid by the related Mortgagor with respect to the 111 River Street Trust Subordinate Companion Loan, that are due (without
regard to grace periods) on a Due Date that occurs after the related Determination Date;


(ii)      payments
(scheduled or otherwise) of principal (including prepayments) and interest Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation
Proceeds and other unscheduled recoveries allocable to the 111 River Street Trust Subordinate Companion Loan that were received after
the related Determination Date (other than the Trust’s interest in any related REO Property contemplated by clause (b) of this definition
for the subject Distribution Date);


(iii)     amounts
payable or reimbursable to any person (other than the 111 River Street Loan-Specific Certificateholders and the owner of the 111RR Interest
Owner) from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a) of this Agreement;




    	 	- 11 -	 



    	 	 



    

(iv)      with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless such Distribution
Date is the final Distribution Date), the related Withheld Amount related to the 111 River Street Trust Subordinate Companion Loan to
the extent those funds are on deposit in the Collection Account;


(v)       Yield
Maintenance Charges on the 111 River Street Trust Subordinate Companion Loan (which are separately distributed to holders of the 111 River
Street Loan-Specific Certificates and the 111RR Interest Owner);


(vi)      amounts
deposited in the Collection Account or the 111 River Street REMIC Distribution Account in error; and/or


(vii)     late
payment charges or accrued interest on the 111 River Street Trust Subordinate Companion Loan allocable to the default interest rate for
such Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the
111 River Street Trust Subordinate Companion Loan;


(b)       if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate amount allocable
to the 111 River Street Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account for the subject Distribution
Date, to the extent that such transfer is made or such remittance is received by the close of business on the business day immediately
preceding the related Master Servicer Remittance Date;


(c)       all
Compensating Interest Payments made by the Master Servicer with respect to the 111 River Street Trust Subordinate Companion Loan for the
subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the 111 River
Street Trust Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee and
Operator Advisor Fee with respect to the 111 River Street Trust Subordinate Companion Loan for which such Compensating Interest Payments
or P&I Advances are made, to the extent not already deducted from 111 River Street Available Funds pursuant to clause (a)(iii) of
this definition);


(d)       with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date), commencing
in 2023, the related Withheld Amounts related to the 111 River Street Trust Subordinate Companion Loan as required to be deposited in
the 111 River Street REMIC Distribution Account; and


(e)       with
respect to the Distribution Date occurring in March 2022 (if and to the extent not already included in clause (a) of this definition for
the subject Distribution Date), the related Initial Interest Deposit Amount with respect to the 111 River Street Trust Subordinate Companion
Loan remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage
Loan Purchase Agreement.




    	 	- 12 -	 



    	 	 



    

“111 River Street
Loan Combination”: The Loan Combination consisting of the 111 River Street Mortgage Loan, the 111 River Street Trust Subordinate
Companion Loan and the 111 River Street Pari Passu Companion Loans.


“111 River Street
Mortgage Loan”: The Mortgage Loan evidenced by one senior pari passu promissory note designated as Note A-1 made by the
related Mortgagor (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule) and secured by the Mortgage on the 111 River Street
Mortgaged Property, which is included in the Trust and which is senior in right of payment to the 111 River Street Trust Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in the 111 River Street Co-Lender Agreement.


“111 River Street
Mortgaged Property”: The underlying real property securing the 111 River Street Loan Combination referred to in the Mortgage
Loan Schedule as “111 River Street,” as more fully described in the related Loan Documents.


“111 River Street
Non-VRR Certificates”: The Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates.


“111 River Street
Pari Passu Companion Loans”: The mortgage loans evidenced by two senior pari passu promissory notes designated as Notes A-2
and A-3 made by the related Mortgagor and secured by the Mortgage on the 111 River Street Mortgaged Property, which are not included in
the Trust and are senior in right of payment to the 111 River Street Trust Subordinate Companion Loan to the extent set forth in the related
Loan Documents and as provided in the 111 River Street Co-Lender Agreement.


“111 River Street
Realized Loss”: With respect to the 111 River Street Non-VRR Certificates and each Distribution Date, the product of (A) the
111-Non-VRR Percentage and (B) any Realized Loss with respect to the 111 River Street Loan-Specific Certificates with respect to such
Distribution Date.


“111 River Street
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the 111 River Street REMIC, designated as the Class L111A, Class L111B, Class L111C, Class L111D, Class L111E and Class L111RR 111
River Street Regular Interests.


“111 River Street
Trust Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by the promissory note B made by the related Mortgagor
and secured by the Mortgage on the 111 River Street Mortgaged Property, which is included in the Trust and which is subordinate in right
of payment to the 111 River Street Mortgage Loan and the 111 River Street Pari Passu Companion Loans to the extent set forth in the related
Loan Documents and as provided in the 111 River Street Co-Lender Agreement.


“111-Non-VRR
Percentage”: 95%, which is the percentage equal to 100% less the 111-VRR Percentage.


“111-VRR Percentage”:
5%.




    	 	- 13 -	 



    	 	 



    

“111RR Allocation
Percentage”: The 111-VRR Percentage divided by the 111-Non-VRR Percentage.


“111RR Available
Funds”: The product of the 111 River Street Available Funds multiplied by the 111-VRR Percentage.


“111RR Interest”:
The Uncertificated 111RR Interest.


“111RR Interest
Owner”: The Uncertificated 111RR Interest Owner.


“111RR Interest
Distribution Amount”: With respect to the 111RR Interest for any Distribution Date will equal the product of (A) the 111RR Allocation
Percentage and (B) the aggregate amount of interest distributed on the 111 River Street Non-VRR Certificates according to clauses First,
Fourth, Seventh, Tenth and Thirteenth in Section 4.01(m) of this Agreement.


“111RR Principal
Distribution Amount”: With respect to the 111RR Interest for any Distribution Date will equal the product of (a) the 111RR Allocation
Percentage and (b) the aggregate amount of principal distributed on the 111 River Street Non-VRR Certificates according to clauses Second,
Fifth, Eighth, Eleventh and Fourteenth in Section 4.01(m) of this Agreement.


“111RR Realized
Loss”: With respect to the 111RR Interest and with respect to each Distribution Date, the product of (A) the 111-VRR Percentage
and (B) any Realized Loss with respect to the 111 River Street Loan-Specific Certificates for such Distribution Date.


“111RR Interest
Transfer Restriction Period”: With respect to the 111RR Interest, the period from the Closing Date to the earlier of: (i) the
date that is latest of (A) the date on which the aggregate unpaid principal balance of the 111 River Street Trust Subordinate Companion
Loan has been reduced to 33% of the aggregate Cut-off Date Balance of the 111 River Street Trust Subordinate Companion Loan, (B) the
date on which the aggregate outstanding Certificate Balance of the 111 River Street Loan-Specific Certificates has been reduced to 33%
of the aggregate outstanding Certificate Balance of the 111 River Street Loan-Specific Certificates as of the Closing Date, or (C) two (2)
years after the Closing Date; or (ii) the date on which Regulation RR has been officially abolished (and the securitization transaction
contemplated by this Agreement is not subject to any other applicable credit risk retention requirements under the Dodd-Frank Act)
or, based on a written opinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the
Regulatory Agencies to be no longer applicable to the securitization transaction constituted by the issuance of the 111 River Street Loan-Specific
Certificates.


“111 River Street
Base Interest Fraction”: With respect to any Principal Prepayment on the 111 River Street Trust Subordinate Companion Loan and
with respect to any Class of the 111 River Street Non-VRR Certificates, a fraction (not greater than one) (a) whose numerator
is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of 111 River Street Non-VRR
Certificates exceeds (ii) yield rate used in accordance with the related Loan Documents calculating the Yield Maintenance Charge
with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Net Mortgage Rate
on the 111 River Street Trust Subordinate Companion Loan exceeds (ii) yield rate (used in accordance with the related Loan Documents)
used in accordance with the related Loan




    	 	- 14 -	 



    	 	 



    

Documents in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment; provided, however, that if such yield rate is greater than or equal to
the Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan, then the 111 River Street Base Interest Fraction shall
equal zero; provided, further, that, if such yield rate is greater than or equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan, but less than the Pass-Through Rate described in clause (a)(i) above, then the 111 River
Street Base Interest Fraction shall equal one. The yield rate with respect to the 111 River Street Subordinate Companion Loan shall be
equal to the yield rate stated in the related Loan Documents, or if none is stated, shall be the yield rate which, when compounded monthly,
is equivalent to the yield on the U.S. Treasury primary issue with a maturity date closest to the maturity date of the 111 River Street
Trust Subordinate Companion Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with
the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date of the
111 River Street Trust Subordinate Companion Loan, the issue with the earlier maturity date shall be selected.


“111 River Street
Control Appraisal Period”: With respect to the 111 River Street Loan Combination, if and for so long as (a) (1) the
initial principal balance of the 111 River Street Trust Subordinate Companion Loan minus (2) the sum (without duplication) of (x) any
payments of principal allocated to, and received on, the 111 River Street Trust Subordinate Companion Loan, (y) any appraisal reductions
for the 111 River Street Loan Combination that are allocated to the 111 River Street Trust Subordinate Companion Loan and (z) any
losses realized with respect to the related Mortgaged Property or the 111 River Street Loan Combination that are allocated to the 111
River Street Trust Subordinate Companion Loan, is less than (b) 25% of the remainder of the (i) initial principal balance of
the 111 River Street Trust Subordinate Companion Loan less (ii) any payments of principal allocated to, and received, by the Holder
of the 111 River Street Trust Subordinate Companion Loan.


“111 River Street
Control Eligible Certificates”: The Class 111D and Class 111E Certificates.


“111 River Street
Controlling Class”: As of any time of determination, the most subordinate Class of the 111 River Street Control Eligible
Certificates then outstanding that has a Certificate Balance, as notionally reduced by any portion of the Cumulative Appraisal Reduction
Amount allocable to such Class, at least equal to 25% of the initial Certificate Balance of that Class; provided, however, that
if no Class of 111 River Street Control Eligible Certificates meets the preceding requirement, the most senior Class of 111 River Street
Control Eligible Certificates will be the 111 River Street Controlling Class. The 111 River Street Controlling Class as of the Closing
Date will be Class 111E Certificates.


“111 River Street
Controlling Class Certificateholder”: Each Holder (or beneficial owner, if applicable) of a Certificate of the 111 River
Street Controlling Class as determined by the Certificate Administrator from time to time.


“111 River Street
Controlling Class Representative”: The 111 River Street Controlling Class Certificateholder (or other representative)
selected by at least a majority of the 111 River Street Controlling Class Certificateholders, by Certificate Balance, as identified
by




    	 	- 15 -	 



    	 	 



    

notice to the Certificate Administrator by
the applicable 111 River Street Controlling Class Certificateholders from time to time, with notice of such selection delivered to
the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided, however,
that (i) absent that selection, or (ii) until a 111 River Street Controlling Class Representative is so selected or (iii) upon receipt
of a notice from the 111 River Street Controlling Class Certificateholders that own 111 River Street Loan-Specific Certificates
representing more than 50% of the Certificate Balance of the 111 River Street Controlling Class, that a 111 River Street Controlling Class Representative
is no longer designated, the 111 River Street Controlling Class Representative will be the 111 River Street Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the 111 River Street Controlling Class, as identified to the Certificate Administrator
(who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the occurrence of any of the events or
circumstances specified in clauses (i), (ii) or (iii) above, the 111 River Street Controlling Class Certificateholder that owns
the largest aggregate Certificate Balance of the 111 River Street Controlling Class has not been identified to the Certificate Administrator
(and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer will have no obligation
to obtain the consent of, or consult with, any 111 River Street Controlling Class Representative until notified of the identity of
such largest 111 River Street Controlling Class Certificateholder or otherwise notified of the identity of the 111 River Street Controlling
Class Representative as provided in this Agreement. The initial 111 River Street Controlling Class Representative is PIMCO Flexible
Credit Income Fund. No person may exercise any of the rights and powers of the 111 River Street Controlling Class Representative
with respect to an Excluded Mortgage Loan.


“111 River Street
Final Recovery Determination”: As defined in the Section 3.10(a).


“111 River Street
Interest Accrual Amount”: With respect to any Distribution Date and any Class of 111 River Street Non-VRR Certificates,
the interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on the Certificate
Balance for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will
be made on 30/360 Basis.


“111 River Street
Interest Distribution Amount”: With respect to any Distribution Date and each Class of 111 River Street Non-VRR Certificates,
(A) the sum of (i) the 111 River Street Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the
111 River Street Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall with respect to the 111 River Street Trust Subordinate Companion Loan that is allocated to such Class on such Distribution
Date.


“111 River Street
Interest Shortfall”: With respect to any Distribution Date for any Class of 111 River Street Non-VRR Certificates, the
sum of (a) the portion of the 111 River Street Interest Distribution Amount for such Class remaining unpaid as of the close of business
on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date.




    	 	- 16 -	 



    	 	 



    

“111 River Street
Loan-Specific Certificates”: The Class 111A, Class 111B, Class 111C, Class 111D and Class 111E
Certificates.


“111 River Street
Principal Balance”: The principal amount of any 111 River Street Regular Interest outstanding as of any date of determination.
As of the Closing Date, the 111 River Street Principal Balance of each 111 River Street Regular Interest shall equal the original 111
River Street Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the 111 River Street Principal
Balance of each 111 River Street Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made
in respect of such 111 River Street Regular Interest on such Distribution Date pursuant to Section 4.01(a)(iii) of this Agreement,
and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the 111 River Street Principal Balance
of a 111 River Street Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The 111 River Street Principal
Balance of any 111 River Street Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated
by Section 4.01(g) of this Agreement.


“111 River Street
Principal Distribution Amount”: With respect to any Distribution Date and the 111 River Street Non-VRR Certificates, the sum
of (a) the 111 River Street Principal Shortfall for such Distribution Date and (b) the 111-Non-VRR Percentage of the Aggregate 111
River Street Principal Distribution Amount for such Distribution Date.


“111 River Street
Principal Shortfall”: For any Distribution Date, the amount, if any, by which (1) the 111 River Street Principal Distribution
Amount for the preceding Distribution Date exceeds (2) the aggregate amount actually distributed on such preceding Distribution Date to
holders of the 111 River Street Loan-Specific Certificates in respect of such 111 River Street Principal Distribution Amount.


“111 River Street
REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists of the 111 River Street Trust Subordinate
Companion Loan and the proceeds thereof, any allocable portion of any REO Property with respect thereto, the related REO Account (to the
extent of amounts therein allocable to the 111 River Street Trust Subordinate Companion Loan), the 111 River Street REMIC Distribution
Account and the Interest Reserve Account (to the extent of amounts therein allocable to the 111 River Street Trust Subordinate Companion
Loan).


“111 River Street
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1 and the Uncertificated Interest Owners, 111 River Street REMIC Distribution Account” and which must be an Eligible
Account. The 111 River Street REMIC Distribution Account shall be an asset of the 111 River Street REMIC.




    	 	- 17 -	 



    	 	 



    

“111 River Street
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the 111 River Street REMIC and evidenced by the Class R Certificates.


“111 River Street
Retaining Sponsor”: As defined in the Preliminary Statement.


“111 River Street
Scheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions of (a) all Monthly
Payments (which do not include Balloon Payments) with respect to the 111 River Street Trust Subordinate Companion Loan (including any
successor REO Companion Loan with respect thereto), due or deemed due during or, if and to the extent not previously received or advanced
and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to the extent
paid by the related Mortgagor as of the related Determination Date or advanced by the Master Servicer or the Trustee, as applicable, in
respect of such Distribution Date, and (b) all Balloon Payments allocable to the 111 River Street Trust Subordinate Companion Loan (including
any successor REO Companion Loan with respect thereto) to the extent received during the related Collection Period, and to the extent
not included in clause (a) above for the subject Distribution Date and not previously received or advanced and distributable to Certificateholders
on a preceding Distribution Date. The 111 River Street Scheduled Principal Distribution Amount from time to time will include all late
payments of principal made by a Mortgagor with respect to the 111 River Street Trust Subordinate Companion Loan, including late payments
in respect of a delinquent Balloon Payment, received during the periods or by the times described above in this definition, except to
the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior
P&I Advances.


“111 River Street
Threshold Event Cure”: As defined in Section 3.10(a).


“111 River Street
Threshold Cure Holder”: As defined in Section 3.10(a).


“111 River Street
Threshold Collateral Issuer”: As defined in the definition of “111 River Street Threshold Event Collateral”.


“111 River Street
Threshold Event Collateral”: Either (a) cash collateral for the benefit of, and acceptable to, the Certificate Administrator
on behalf of the Trust or (b) an unconditional and irrevocable standby letter of credit with the Master Servicer on behalf of the Trust
as the beneficiary, issued by a bank or other financial institution (the “111 River Street Threshold Collateral Issuer”)
the long-term unsecured debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar,
“A” by Fitch and “A2” by Moody’s or the short-term obligations of which are rated at least “A-1+”
by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’s, in either
case in an amount which, when added to the appraised value of the 111 River Street Mortgaged Property as determined pursuant to this
Agreement, would cause the applicable 111 River Street Control Appraisal Period not to occur.


“111 River Street
Unscheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all prepayments of principal
received on the 111 River Street Trust Subordinate Companion Loan during the related Collection Period; and (b) any other




    	 	- 18 -	 



    	 	 



    

collections (exclusive of payments by the related
Mortgagor) received on the 111 River Street Trust Subordinate Companion Loan and, to the extent allocable to the 111 River Street Trust
Subordinate Companion Loan, any related REO Property during the related Collection Period whether in the form of Liquidation Proceeds,
Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits from any related REO Property or otherwise, that were identified
and applied by the Master Servicer as recoveries of previously unadvanced principal of the 111 River Street Trust Subordinate Companion
Loan.


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


“360 Rosemary Retaining
Third Party Purchaser”: As defined in the Preliminary Statement.


“360 Rosemary Available
Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt, will not include any amounts
received in respect of the Mortgage Loans or the 111 River Street Trust Subordinate Companion Loan):


(a)       the
aggregate amount of all cash received on the 360 Rosemary Trust Subordinate Companion Loan and, to the extent allocable to the 360 Rosemary
Trust Subordinate Companion Loan, any related REO Property that is 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 allocable to any Mortgage Loan or any other Companion
Loan or held for the benefit of the holders of the Pooled Certificates or the holders of the 111 River Street Loan-Specific Certificates
or the 111RR Interest) and/or the 360 Rosemary REMIC Distribution Account as of the close of business on the Business Day immediately
preceding the Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without duplication):


(i)       any
scheduled payments of principal and/or interest, including any Balloon Payments that are accompanied by interest due through the related
maturity date, paid by the related Mortgagor with respect to the 360 Rosemary Trust Subordinate Companion Loan, that are due (without
regard to grace periods) on a Due Date that occurs after the related Determination Date;


(ii)      payments
(scheduled or otherwise) of principal (including prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation
Proceeds and other unscheduled recoveries allocable to the 360 Rosemary Trust Subordinate Companion Loan that were received after the
related Determination Date (other than the Trust’s applicable interest in any related REO Property contemplated by clause (b)
of this definition for the subject Distribution Date);


(iii)     amounts
payable or reimbursable to any Person (other than the 360 111 River Street Loan-Specific Certificateholders) from the Collection Account
pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a) of this Agreement;




    	 	- 19 -	 



    	 	 



    

(iv)      with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless such Distribution
Date is the final Distribution Date), the Withheld Amount related to the 360 Rosemary Trust Subordinate Companion Loan to the extent those
funds are on deposit in the Collection Account;


(v)       Yield
Maintenance Charges on the 360 Rosemary Trust Subordinate Companion Loan (which are separately distributed to holders of the related 360
Rosemary Loan-Specific Certificates);


(vi)      amounts
deposited in the Collection Account or the 360 Rosemary REMIC Distribution Account in error; and/or


(vii)     late
payment charges or accrued interest on the 360 Rosemary Trust Subordinate Companion Loan allocable to the default interest rate for such
Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the 360 Rosemary
Trust Subordinate Companion Loan;


(b)       if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate amount allocable
to the 360 Rosemary Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account for the subject Distribution
Date, to the extent that such transfer is made or such remittance is received by the close of business on the Business Day immediately
preceding the related Master Servicer Remittance Date;


(c)       all
Compensating Interest Payments made by the Master Servicer with respect to the 360 Rosemary Trust Subordinate Companion Loan for the subject
Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the 360 Rosemary Trust
Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee and the Operating
Advisor Fee with respect to the 360 Rosemary Trust Subordinate Companion Loan for which such Compensating Interest Payments or P&I
Advances are made, to the extent not already deducted from 360 Rosemary Available Funds pursuant to clause (a)(iii) of this definition);


(d)       with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date), commencing
in 2023, the related Withheld Amounts related to the 360 Rosemary Trust Subordinate Companion Loan as required to be deposited in the
360 Rosemary REMIC Distribution Account; and


(e)       with
respect to the Distribution Date occurring in March 2022 (if and to the extent not already included in clause (a) of this definition for
the subject Distribution Date), the related Initial Interest Deposit Amount with respect to the 360 Rosemary Trust Subordinate Companion
Loan remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage
Loan Purchase Agreement.




    	 	- 20 -	 



    	 	 



    

“360 Rosemary Base
Interest Fraction”: With respect to any Principal Prepayment on the 360 Rosemary Trust Subordinate Companion Loan and with respect
to any Class of the 360 Rosemary Loan-Specific Principal Balance Certificates, a fraction (not greater than one) (a) whose numerator is
the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of 360 Rosemary Loan-Specific Principal Balance
Certificates exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Net Mortgage Rate on the 360 Rosemary Trust
Subordinate Companion Loan exceeds (ii) the yield rate (used in accordance with the related Loan Documents) used in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment; provided, however, that if such yield rate is greater than
or equal to the Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan, then the 360 Rosemary Base Interest Fraction shall
be zero; provided, further, that if such yield rate is greater than or equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan, but less than the Pass-Through Rate described in the clause (a)(i) above, then the 360 Rosemary Base
Interest Fraction shall be one. The yield rate with respect to the 360 Rosemary Trust Subordinate Companion Loan shall be equal to the
yield rate stated in the related Loan Documents, or if none is stated, shall be the yield rate which, when compounded monthly, is equivalent
to the yield on the U.S. Treasury primary issue with a maturity date closest to the maturity date of the 360 Rosemary Trust Subordinate
Companion Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield
shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date of the 360 Rosemary
Trust Subordinate Companion Loan, the issue with the earlier maturity date shall be selected.


“360 Rosemary Borrower”:
The Mortgagor with respect to the 360 Rosemary


“360 Rosemary Borrower
Party”: (i) (a) the 360 Rosemary Borrower, (b) any direct or indirect parent of the 360 Rosemary Borrower or (c) any affiliate
of the 360 Rosemary Borrower or (d) any affiliate of any direct or indirect parent of the 360 Rosemary Borrower, (ii) any entity that
is a holder of debt secured by direct or indirect ownership interests in the borrower or any affiliate of the holder of such debt, or
(iii) any entity that is a holder of a preferred equity interest in the borrower or any affiliate of a holder of such preferred equity.
Solely for the purposes of the definition of “360 Rosemary Borrower Party”, “control” when used with respect to
any specified person means the power to direct the management and policies of such specified 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.


“360 Rosemary Co-Lender
Agreement”: That certain Agreement Between Noteholders, dated as of February 1, 2022, by and between the holder of the 360 Rosemary
Mortgage Loan, the holder of the 360 Rosemary Trust Subordinate Companion Loan and the holders of the 360 Rosemary Pari Passu Companion
Loans, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


“360 Rosemary Control
Appraisal Period”: A 360 Rosemary Note B Control Appraisal Period or a 360 Rosemary Note C Control Appraisal Period, as the
context may require.




    	 	- 21 -	 



    	 	 



    

“360 Rosemary IO
Group YM Distribution Amount”: As defined in Section 4.01(d).


“360 Rosemary Note
B Control Appraisal Period”: shall exist with respect to the 360 Rosemary Loan Combination, if and for so long as:


(a)       the
initial principal balance of the 360 Rosemary Note B, minus (2) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, the 360 Rosemary Note B after the date of creation of the 360 Rosemary
Note B, (y) any Appraisal Reduction Amount for the 360 Rosemary Loan Combination that is allocated to the 360 Rosemary Note B and (z)
any losses realized with respect to the 360 Rosemary Mortgaged Property or the 360 Rosemary Loan Combination that are allocated to the
360 Rosemary Note B, is less than


(b)       25%
of the remainder of (i) the initial principal balance of the 360 Rosemary Note B less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the 360 Rosemary Note B Holder on the 360 Rosemary Note B, after the date of
creation of such 360 Rosemary Note B.


“360 Rosemary Note
C Control Appraisal Period”: shall exist with respect to the 360 Rosemary Loan Combination, if and for so long as:


(a) the initial principal
balance of the 360 Rosemary Note C, minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received on, the 360 Rosemary Note C after the date of creation of the 360 Rosemary Note C, (y) any Appraisal
Reduction Amount for the 360 Rosemary Loan Combination that is allocated to the 360 Rosemary Note C and (z) any losses realized with respect
to the 360 Rosemary Mortgaged Property or the 360 Rosemary Loan Combination that are allocated to the 360 Rosemary Note C, is less than


(b)       25%
of the remainder of (i) the initial principal balance of the 360 Rosemary Note C less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the 360 Rosemary Note C Subordinate Companion Loan Holder on the 360 Rosemary
Note C, after the date of creation of such 360 Rosemary Note C,


provided that a 360
Rosemary Control Appraisal Period will terminate upon the occurrence of a cure by the 360 Rosemary Note B Holder or 360 Rosemary Note
C Subordinate Companion Loan Holder pursuant to the terms of the 360 Rosemary Co-Lender Agreement and provided, further, that, if the
360 Rosemary Note B Holder or 360 Rosemary Note C Subordinate Companion Loan Holder would be the 360 Rosemary Controlling Noteholder pursuant
to the terms of the 360 Rosemary Co-Lender Agreement, but any interest in the 360 Rosemary Note B or 360 Rosemary Note C, respectively,
is held by a 360 Rosemary Borrower Party, or a 360 Rosemary Borrower Party would otherwise be entitled to exercise the rights of the 360
Rosemary Controlling Noteholder in respect of the 360 Rosemary Trust Subordinate Companion Loan, then a 360 Rosemary Control Appraisal
Period will be deemed to have occurred.


“360 Rosemary Control
Eligible Certificates”: The Class 360RR Certificates.




    	 	- 22 -	 



    	 	 



    

“360 Rosemary Controlling
Class”: As of any time of determination, the 360 Rosemary Control Eligible Certificates. The 360 Rosemary Controlling Class
as of the Closing Date will be Class 360RR Certificates.


“360 Rosemary Controlling
Class Certificateholder”: Each Holder (or beneficial owner, if applicable) of a Certificate of the 360 Rosemary Controlling
Class as determined by the Certificate Administrator from time to time.


“360 Rosemary Controlling
Class Representative”: The 360 Rosemary Controlling Class Certificateholder (or other representative) selected by
at least a majority of the 360 Rosemary Controlling Class Certificateholders, by Certificate Balance, as identified by notice to the Certificate
Administrator by the applicable the 360 Rosemary Controlling Class Certificateholders from time to time, with notice of such selection
delivered to the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided,
however, that (i) absent that selection, or (ii) until a 360 Rosemary Controlling Class Representative is so selected or
(iii) upon receipt of a notice from the 360 Rosemary Controlling Class Certificateholders that own 360 Rosemary Loan-Specific
Certificates representing more than 50% of the Certificate Balance of the 360 Rosemary Controlling Class, that the 360 Rosemary Controlling
Class Representative is no longer designated, the 360 Rosemary Controlling Class Representative will be the 360 Rosemary Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the 360 Rosemary Controlling Class, as identified
to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the
occurrence of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the 360 Rosemary Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the 360 Rosemary Controlling Class has not been identified to the Certificate
Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer will have
no obligation to obtain the consent of, or consult with, any 360 Rosemary Controlling Class Representative until notified of the
identity of such largest 360 Rosemary Controlling Class Certificateholder or otherwise notified of the identity of the 360 Rosemary
Controlling Class Representative as provided in this Agreement. The initial 360 Rosemary Controlling Class Representative is
Rockwood Income and Credit Partners III, L.P. or an Affiliate thereof. No person may exercise any of the rights and powers of the 360
Rosemary Controlling Class Representative with respect to an Excluded Mortgage Loan.


“360 Rosemary Interest
Accrual Amount”: With respect to any Distribution Date and any Class of 360 Rosemary Loan-Specific Certificates, the
interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class 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 30/360 Basis.


“360 Rosemary Interest
Distribution Amount”: With respect to any Distribution Date and each Class of 360 Rosemary Loan-Specific Certificates,
(A) the sum of (i) the 360 Rosemary Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the 360
Rosemary Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest
Shortfall with respect to the 360 Rosemary Trust Subordinate Companion Loan that is allocated to such Class on such Distribution
Date.




    	 	- 23 -	 



    	 	 



    

“360 Rosemary Interest
Shortfall”: With respect to any Distribution Date for any Class of 360 Rosemary Loan-Specific Certificates, the sum
of (a) the portion of the 360 Rosemary Interest Distribution Amount for such Class remaining unpaid as of the close of business on
the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, (i) in the case of a Class of 360 Rosemary
Loan-Specific Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate
applicable to such Class for the subject Distribution Date and (ii) in the case of the 360 Rosemary Loan-Specific Class X Certificates,
one-month’s interest on that amount remaining unpaid at the Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan
as of the first day of the related Collection Period.


“360 Rosemary Loan
Combination”: The Loan Combination consisting of the 360 Rosemary Mortgage Loan, the 360 Rosemary Trust Subordinate Companion
Loan and the 360 Rosemary Pari Passu Companion Loans.


“360 Rosemary Loan-Specific
Certificates”: The Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E and Class 360RR Certificates.


“360 Rosemary Loan-Specific
Class X Certificates”: The Class 360X Certificates.


“360 Rosemary Loan-Specific
Principal Balance Certificates”: The Class 360A, Class 360B, Class 360C, Class 360D, Class 360E and Class 360RR Certificates.


“360 Rosemary Mortgage
Loan”: The Mortgage Loan evidenced by two senior pari passu promissory notes designated as Note A-1 and Note A-2 made
by the related Mortgagor (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule) and secured by the Mortgage on the 360 Rosemary
Mortgaged Property, which is included in the Trust and which is senior in right of payment to the 360 Rosemary Trust Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in the 360 Rosemary Co-Lender Agreement.


“360 Rosemary Mortgaged
Property”: The underlying real property securing the 360 Rosemary Loan Combination referred to in the Mortgage Loan Schedule
as “360 Rosemary,” as more fully described in the related Loan Documents.


“360 Rosemary Operating
Advisor Consultation Trigger Event”: The event that occurs (i) with respect to the 360 Rosemary Loan Combination, when the aggregate
outstanding Certificate Balance of the Class 360RR Certificates (as notionally reduced by any Cumulative Appraisal Reduction Amount then
allocable to the Class 360RR Certificates pursuant to Section 3.06(a) of this Agreement) is 25% or less of the initial aggregate
Certificate Balance of the Class 360RR Certificates. Furthermore, If the 360 Rosemary Mortgage Loan is an Excluded Mortgage Loan, a 360
Rosemary Operating Advisor Consultation Trigger Event shall be deemed to exist.


“360 Rosemary Pari
Passu Companion Loans”: The mortgage loans evidenced by three senior pari passu promissory notes designated as Notes A-3, A-4
and A-5 made by the related Mortgagor and secured by the Mortgage on the 360 Rosemary Mortgaged Property, which are not included in the
Trust and are senior in right of payment to the 360 Rosemary Trust Subordinate




    	 	- 24 -	 



    	 	 



    

Companion Loan to the extent set forth in the
related Loan Documents and as provided in the 360 Rosemary Co-Lender Agreement.


“360 Rosemary Principal
Balance”: The principal amount of any 360 Rosemary Regular Interest outstanding as of any date of determination. As of the Closing
Date, the 360 Rosemary Principal Balance of each 360 Rosemary Regular Interest shall equal the original 360 Rosemary Principal Balance
as set forth in the Preliminary Statement hereto. On each Distribution Date, the 360 Rosemary Principal Balance of each 360 Rosemary Regular
Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such 360 Rosemary Regular
Interest on such Distribution Date pursuant to Section 4.01(a)(iv) of this Agreement, and shall be further permanently reduced
on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.01(f)
of this Agreement, such that at all times the 360 Rosemary Principal Balance of a 360 Rosemary Regular Interest shall equal the Certificate
Balance of the Corresponding Certificates. The 360 Rosemary Principal Balance of any 360 Rosemary Regular Interest may be increased on
a particular Distribution Date as and to the extent contemplated by Section 4.01(g) of this Agreement.


“360 Rosemary Principal
Distribution Amount”: For any Distribution Date, the sum of the following amounts:


(a)       the
360 Rosemary Principal Shortfall for that Distribution Date;


(b)       the
360 Rosemary Scheduled Principal Distribution Amount for that Distribution Date; and


(c)       the
360 Rosemary Unscheduled Principal Distribution Amount for that Distribution Date;


provided, that the 360 Rosemary Principal
Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements of:


(A)      Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections
on the 360 Rosemary Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included
in the 360 Rosemary Principal Distribution Amount for such Distribution Date, and


(B)       Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the 360 Rosemary Trust Subordinate Companion Loan in
a period during which such principal collections would have otherwise been included in the 360 Rosemary 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 360 Rosemary
Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) for a prior Distribution Date are subsequently
recovered on the 360 Rosemary Trust Subordinate Companion Loan (or such successor REO Companion Loan) for a prior Distribution Date, such
recovery will




    	 	- 25 -	 



    	 	 



    

increase the 360 Rosemary Principal Distribution
Amount for the Distribution Date related to the Collection Period in which such recovery occurs.


“360 Rosemary Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (1) the 360 Rosemary Principal Distribution Amount for the
preceding Distribution Date exceeds (2) the aggregate amount actually distributed on such preceding Distribution Date to holders of the
360 Rosemary Loan-Specific Certificates in respect of such 360 Rosemary Principal Distribution Amount.


“360 Rosemary Regular
Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in
the 360 Rosemary REMIC, designated as the Class L360A, Class L360B, Class L360C, Class L360D, Class L360E and Class L360RR 360 Rosemary
Regular Interests.


“360 Rosemary REMIC”:
One of four separate REMICs comprising a portion of the Trust Fund, which consists of the 360 Rosemary Trust Subordinate Companion Loan
and the proceeds thereof, any allocable portion of any related REO Property with respect thereto, the related REO Account (to the extent
of amounts therein allocable to the 360 Rosemary Trust Subordinate Companion Loan), the 360 Rosemary REMIC Distribution Account and the
Interest Reserve Account (to the extent of amounts therein allocable to the 360 Rosemary Trust Subordinate Companion Loan).


“360 Rosemary REMIC
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account within
the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and the Uncertificated Interest Owners, 360 Rosemary REMIC Distribution Account” and which must be an Eligible
Account. The 360 Rosemary REMIC Distribution Account shall be an asset of the 360 Rosemary REMIC.


“360 Rosemary Residual
Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the 360
Rosemary REMIC and evidenced by the Class R Certificates.


“360 Rosemary Retaining
Sponsor”: As defined in the Preliminary Statement.


“360 Rosemary Scheduled
Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions of (a) all Monthly Payments
(which do not include Balloon Payments) with respect to the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO
Companion Loan with respect thereto), due or deemed due during or, if and to the extent not previously received or advanced and distributed
to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case (i) to the extent paid by
the related Mortgagor as of the related Determination Date or (ii) advanced by the Master Servicer or the Trustee, as applicable, in respect
of such Distribution Date, and (b) all




    	 	- 26 -	 



    	 	 



    

Balloon Payments allocable to the 360 Rosemary
Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the extent received during the related
Collection Period, and to the extent not included in clause (a) above for the subject Distribution Date and not previously received
or advanced and distributable to Certificateholders on a preceding Distribution Date. The 360 Rosemary Scheduled Principal Distribution
Amount from time to time will include all late payments of principal made by a Mortgagor with respect to the 360 Rosemary Trust Subordinate
Companion Loan, including late payments in respect of a delinquent balloon payment, received during the periods or by the times described
above in this definition, except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee,
as the case may be, for prior P&I Advances.


“360 Rosemary Trust
Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by the promissory note B made by the related Mortgagor
and secured by the Mortgage on the 360 Rosemary Mortgaged Property, which is included in the Trust and which is subordinate in right of
payment to the 360 Rosemary Mortgage Loan and the 360 Rosemary Pari Passu Companion Loans to the extent set forth in the related Loan
Documents and as provided in the 360 Rosemary Co-Lender Agreement.


“360 Rosemary Unscheduled
Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all prepayments of principal received on the
360 Rosemary Trust Subordinate Companion Loan during the related Collection Period; and (b) any other collections (exclusive of payments
by the related Mortgagor) received on the 360 Rosemary Trust Subordinate Companion Loan and, to the extent allocable to the 360 Rosemary
Trust Subordinate Companion Loan, any related REO Property during the related Collection Period whether in the form of Liquidation Proceeds,
Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits from any related REO Property or otherwise, that were identified
and applied by the Master Servicer or Special Servicer, as applicable, as recoveries of previously unadvanced principal of the 360 Rosemary
Trust Subordinate Companion Loan.


“360RR Interest”:
All of the Class 360RR Certificates, collectively.


“360RR Interest
Transfer Restriction Period”: With respect to the Class 360RR Certificates, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of the 360 Rosemary Trust Subordinate
Companion Loan has been reduced to 33% of the aggregate Cut-off Date Balance of the 360 Rosemary Trust Subordinate Companion Loan,
(B) the date on which the aggregate outstanding Certificate Balance of the 360 Rosemary Loan-Specific Certificates has been reduced to
33% of the aggregate outstanding Certificate Balance of the 360 Rosemary Loan-Specific Certificates as of the Closing Date, or (C) two (2) years
after the Closing Date; (ii) the date on which 360 Rosemary Loan Combination (including the 360 Rosemary Trust Subordinate Companion Loan)
has been defeased in accordance with Rule 7(b)(8)(i) of Regulation RR; or (iii) the date on which Regulation RR has been officially abolished
(and the securitization transaction constituted by the issuance of the 360 Rosemary Loan-Specific Certificates is not subject to any other
applicable credit risk retention requirements under the Dodd Frank Act) or, based on a written opinion of counsel reasonably acceptable
to the Depositor and the 360 Rosemary Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to
the securitization transaction constituted by the issuance of the 360 Rosemary Loan-Specific Certificates.




    	 	- 27 -	 



    	 	 



    

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


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


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


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


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




    	 	- 28 -	 



    	 	 



    

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


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


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


“Additional Debt”:
With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that
is secured by the related Mortgaged Property.


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


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


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


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


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


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


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


“Additional Trust
Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained
in connection with the servicing of the Trust Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage
Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor and federal, state
and local taxes, and tax-related expenses, specifically payable out of the Trust




    	 	- 29 -	 



    	 	 



    

Fund, (v) any fees or expenses that are expressly
designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any other default-related
or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection
from a Mortgagor.


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


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


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


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


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


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person;
provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate” means, with
respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such specified Person
or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and
the terms “controlling” and “controlled” have meanings correlative to the foregoing. Upon reasonable request of
the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s
Certificate of the Master Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


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




    	 	- 30 -	 



    	 	 



    

“Aggregate 111 River
Street Principal Distribution Amount”: For any Distribution Date, the sum of the following amounts:


(a)       the
111 River Street Scheduled Principal Distribution Amount for that Distribution Date, and


(b)       the
111 River Street Unscheduled Principal Distribution Amount for that Distribution Date;


provided, that the Aggregate 111 River
Street Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements
of:


(A)      Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal collections
on the 111 River Street Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been
included in the Aggregate 111 River Street Principal Distribution Amount for such Distribution Date, and


(B)       Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the 111 River Street Trust Subordinate Companion Loan
in a period during which such principal collections would have otherwise been included in the Aggregate 111 River Street 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 111 River
Street Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) for a prior Distribution Date
are subsequently recovered on the 111 River Street Trust Subordinate Companion Loan (or any successor REO Companion Loan with respect
thereto), such recovery will increase the Aggregate 111 River Street Principal Distribution Amount for the Distribution Date related to
the Collection Period in which such recovery occurs.


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


(a)       the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each case,
exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion
Loan Holders or is otherwise allocable to the Trust Subordinate Companion Loans) and/or the Lower-Tier REMIC Distribution Account
as of the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date, exclusive of any portion
of the foregoing that represents (without duplication):


(i)       Monthly
Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related Mortgagors
in respect of a Mortgage Loan, that are due on a Due Date (without regard to grace periods) that occurs after the related Determination
Date;




    	 	- 31 -	 



    	 	 



    

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


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


(iv)     Yield
Maintenance Charges on the Mortgage Loans;


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


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


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


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


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


(c)       the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to
the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations Reviewer Ongoing
Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage




    	 	- 32 -	 



    	 	 



    

Loans) for which such Compensating Interest
Payments or P&I Advances are made, to the extent not already deducted from Aggregate Pooled Available Funds pursuant to clause (a)(iii)
of this definition);


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


(e)       with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), commencing in 2023, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement; and


(f)       with
respect to each Mortgage Loan that accrues interest on an Actual/360 Basis and the Distribution Date occurring in March 2022, if and to
the extent not already included in clause (a) of this definition for such Distribution Date, any Initial Interest Deposit Amount remitted
on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage Loan Purchase
Agreement.


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


“Aggregate Principal
Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (which, for the avoidance
of doubt, will not include any amounts received with respect to the Trust Subordinate Companion Loans):


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


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


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




    	 	- 33 -	 



    	 	 



    

Loan with respect thereto), such recovery will
increase the Aggregate Principal Distribution Amount for the Distribution Date related to the Collection Period in which such recovery
occurs).


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


“Aggregate VRR”:
The Sabal VRR Interest Portion and the Combined Uncertificated VRR Interest.


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


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


“AMF Portfolio Mortgage
Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as AMF Portfolio.


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


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


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


“Applicable Co-sponsors”:
With respect to each BMO-

SMC Co-sponsored Mortgage Loan, BMO and SMC.


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


“Applicable Monthly
Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including any such
Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided, however,
that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Trustee, notwithstanding
the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less the Servicing Fee Rate




    	 	- 34 -	 



    	 	 



    

and, if applicable, shall be exclusive of Excess
Interest; and provided, further, that for purposes of determining the amount of any P&I Advance, the Monthly Payment
shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant
to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related
Mortgagor.


“Applicable DBRS
Morningstar Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less, the short-term
obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or the long-term
obligations (or, if applicable, deposit accounts) of which are rated at least “A” by DBRS Morningstar, (B) in the case of
such investments with maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit
accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or the long-term obligations (or, if applicable,
deposit accounts) of which are rated at least “AA(low)” by DBRS Morningstar, (C) in the case of such investments with maturities
of six months or less, but more than three months, the short-term obligations (or, if applicable, deposit accounts) of which are rated
in the highest short-term rating category by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which
are rated at least “AA” by DBRS Morningstar, and (D) in the case of such investments with maturities of 365 days or less,
but more than six months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term
rating category by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA”
by DBRS Morningstar.


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


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


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


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




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


“Applied 360RR Realized
Loss Amount”: All reductions in the Certificate Balance of the 360RR Interest in respect of 360RR Realized Losses allocable
thereto.


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


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as to which
an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount equal to the excess,
if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the last day of the
related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged
Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer (the cost of which shall be advanced
by the Master Servicer as a Property Advance (or, if such Property Advance would be a Nonrecoverable Advance, paid by the Master Servicer
out of the Collection Account as an expense of the Trust Fund)) or (2) an internal valuation performed by the Special Servicer with respect
to any Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Loan Combination
with an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may, in its sole discretion in accordance
with the Servicing Standard, obtain Appraisal(s) with respect to such Serviced Mortgage Loan or Serviced Loan Combination as contemplated
by the preceding clause (1)), minus, with respect to any Appraisal, such downward adjustments as the Special Servicer may make in
accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review
of the Appraisal and such other information as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and
reserves in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii) the
sum, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced by the
Master Servicer or the Trustee, all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum
rate equal to its Mortgage Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at
the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which
the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest
thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and
unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due
and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable, and/or for which funds
have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period so long as the
Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal
has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined in accordance with
the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall use reasonable efforts to obtain an Appraisal,
the costs of which shall be paid by the Master Servicer as a Property




    	 	- 36 -	 



    	 	 



    

Advance (or as an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), or conduct
an internal valuation, as applicable, in accordance with Section 3.10(a) of this Agreement. The Master Servicer shall provide (via
electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any
Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information within four (4) Business Days
of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator
shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date that is at least five (5) Business Days following
the receipt of such Appraisal or the conducting of an internal valuation, the Special Servicer shall calculate or adjust, as applicable,
the Appraisal Reduction Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any,
reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this
Agreement but is not obtained and, if permitted, an internal valuation has not been conducted, within 120 days following the events
described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the time periods stated
therein), then, until such Appraisal is obtained or, if permitted, such internal valuation is conducted and solely for purposes of determining
the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination that includes a Trust Subordinate Companion Loan, for such Serviced Loan Combination) will equal 25% of
the then current Stated Principal Balance of such related Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination that
includes a Trust Subordinate Companion Loan, of such Serviced Loan Combination); provided that, upon receipt of an Appraisal, or,
if permitted, completion of an internal valuation, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced
Loan Combination) will be recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced
Loan as to which an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer
Event had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and
with respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall,
within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal)
(the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund
and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or, if applicable,
conduct an internal valuation, provided, however, no new or updated Appraisal or internal valuation will be required if
the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof
and the Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, or, if
applicable, an internal valuation, the Special Servicer shall determine and report to the Master Servicer and the Certificate Administrator
the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced Loan Combination), and each of those
parties shall be entitled to rely conclusively on such determination by the Special Servicer. The Special Servicer shall deliver a copy
of any such Appraisal or internal valuation to the Master Servicer and the Certificate Administrator, which shall be in electronic format.
Each Appraisal Reduction Amount shall also




    	 	- 37 -	 



    	 	 



    

be adjusted with respect to the next Distribution
Date to take into account any subsequent Appraisal and annual letter updates or, if applicable, any subsequent internal valuation, as
of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation.


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


Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan(s)
(up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced
Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related
Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset
all or some portion of an Appraisal Reduction Amount.


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


“Appraisal Reduction
Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified
Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does
not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days
after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if
the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the
Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a signed purchase agreement or a refinancing commitment
acceptable to the Special Servicer prior to the date 30 days after the Balloon Payment was due, the date occurring 120 days
after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due




    	 	- 38 -	 



    	 	 



    

during which the refinancing is scheduled to
occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official
is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after
the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains outstanding
five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. Notwithstanding
the foregoing, for purposes of the clauses (i) and (ii) in the immediately preceding sentence of this definition, neither
(i) a Payment Accommodation with respect to any Serviced Loan nor (ii) any default or delinquency that would have existed but for such
Payment Accommodation shall constitute an Appraisal Reduction Event, for so long as the related Mortgagor is complying with the terms
of such Payment Accommodation. For the avoidance of doubt, in the event a Mortgagor fails to comply with the terms of a Payment Accommodation
(as determined by the Special Servicer in accordance with the Servicing Standard), a determination as to whether any applicable event
specified in the preceding sentence constitutes an Appraisal Reduction Event shall be made as though the Payment Accommodation never occurred;
provided, however, if, pursuant to this sentence, an Appraisal Reduction Event is determined to occur prior to the date of such
Mortgagor’s failure to comply with the terms of the related Payment Accommodation, then such Appraisal Reduction Event will be deemed
to occur on the date of such Mortgagor’s failure to comply. If an Appraisal Reduction Event occurs with respect to any Serviced
Mortgage Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect
to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is
part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced
Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event
may occur at any time when the aggregate Certificate Balance of all Classes of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates) and, solely in the case of each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, all Classes
of related Loan-Specific Principal Balance Certificates, have been reduced to zero. The Special Servicer shall notify the Master Servicer
and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.


“Appraised-Out
Class”: Any Class of Control Eligible Certificates, 360 Rosemary Control Eligible Certificates or 111 River Street Control Eligible
Certificates, the Certificate Balance of which (taking into account the allocation of any Appraisal Reduction Amounts or Collateral Deficiency
Amounts to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance.


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




    	 	- 39 -	 



    	 	 



    

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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




    	 	- 40 -	 



    	 	 



    

“Asset Review Trigger”:
Any time when, as of the end of the applicable Collection Period, either (1) Mortgage Loans with an aggregate outstanding principal
balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans)
held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are Delinquent Loans and the aggregate outstanding
principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Mortgage Loans) held by the Trust.


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


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


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


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


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


“Available Funds”:
For any Distribution Date, (i) with respect to distributions to be made on the Pooled Certificates, the Uncertificated VRR Interest and
the Class R Certificates, the Aggregate Pooled Available Funds, (ii) with respect to distributions to be made on the Non-Uncertificated
VRR Retained Pooled Certificates and the Class R Certificates, the Non- Uncertificated VRR Retained Available Funds, (iii) with respect
to distributions to be made on the Combined Uncertificated VRR Interest and the Class R Certificates, the Combined Uncertificated VRR
Available Funds, (iv) in the case of distributions to be made on the 360 Rosemary Loan-Specific Certificates and the Class R Certificates,
the 360 Rosemary Available Funds and (v) in the case of distributions to be made on 111 River Street Loan-Specific Certificates, the 111RR
Interest and the Class R Certificates, 111 River Street Available Funds.


“Balloon Loan”:
Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization
schedule extending




    	 	- 41 -	 



    	 	 



    

beyond its Maturity Date, unless such extension
results solely from the accrual of interest on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding
calculation of Monthly Payments based on a 360-day year consisting of twelve 30-day months.


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


“BBCMS 2021-C12
PSA”: The Pooling and Servicing Agreement is dated and effective as of November 1, 2021, between Barclays Commercial Mortgage
Securities LLC, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare
Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the terms
thereof, pursuant to which the BBCMS Mortgage Trust 2021-C12, Commercial Mortgage Pass Through Certificates, Series 2021-C12 were issued.


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


“BMO AMF Portfolio
Note”: With respect to the AMF Portfolio Mortgage Loan, that certain promissory note A-4 in the original aggregate principal
amount of $24,000,000, made by the related Mortgagor in favor of BMO, as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified.


“BMO Capital”:
BMO Capital Markets Corp.


“BMO Co-sponsored
Mortgage Loan”: The AMF Portfolio Mortgage Loan.


“BMO Co-sponsored
Notes”: The BMO AMF Portfolio Notes.


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


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


“BMO-SMC Co-sponsored
Mortgage Loan”: The AMF Portfolio Mortgage Loan.


“Base Interest Fraction”:
With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates, a fraction
(a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds
(ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage
Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise




    	 	- 42 -	 



    	 	 



    

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


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


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


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


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


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


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class
X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class S, Class R, Class 360A, Class 360X,
Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A,




    	 	- 43 -	 



    	 	 



    

Class 111B, Class 111C, Class 111D and Class
111E Certificate, in any event issued, authenticated and delivered hereunder.


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


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


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


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


“Certificate Balance”:
(i) With respect to any Class of Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest outstanding
at any time, (a) as of any date of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial
Certificate Balance of such Class of Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest,
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount
equal to the Certificate Balance of such Class of Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular
Interest on the Distribution Date immediately prior to such date of determination, after any actual (or, in the case of the Class VRR
Upper-Tier Regular Interest, deemed) distributions of principal thereon and allocations of applicable Realized Losses thereto on such
prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent provided
in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of
collections of principal on the Mortgage Loans.


(ii)       With
respect to any Class of 360 Rosemary Loan-Specific Principal Balance Certificates outstanding at any time, (a) as of any
date of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such
Class of 360 Rosemary Loan-Specific Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (b) as
of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of such Class of 360 Rosemary
Loan-Specific Principal Balance Certificates on the Distribution Date immediately prior to such date of determination, after any actual
distributions of principal thereon and allocations of 360 Non-VRR Realized Losses or 360RR Realized Losses, as applicable, thereto on
such prior Distribution Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent
provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed
out of collections of principal on the 360 Rosemary Trust Subordinate Companion Loan.




    	 	- 44 -	 



    	 	 



    

(iii)      With
respect to any Class of 111 River Street Loan-Specific Certificates outstanding at any time, (a) as of any date of determination
on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of 111 River
Street Loan-Specific Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of 111 River Street Loan-Specific
Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal thereon
and allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate Balance
on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries
of Nonrecoverable Advances previously reimbursed out of collections of principal on the 111 River Street Trust Subordinate Companion Loan.


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


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


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


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


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




    	 	- 45 -	 



    	 	 



    

Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained;


(b)       solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially
owned by a Borrower Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take
any such action has been obtained (provided, that notwithstanding the foregoing, for purposes of exercising any rights it may have
solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling Class Holder
shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent and taking
any action with respect to any related Excluded Controlling Class Mortgage Loan); and


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


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


“Certificateholder
Quorum”: A quorum that:


(1)       with
respect to the Pooled Certificates and the related Loan-Specific Certificates, for purposes of a vote to terminate and replace the
Special Servicer for either the 360 Rosemary Loan Combination or the 111 River Street Loan Combination at the request of the Holders of
Certificates evidencing not less than 25% of the Voting Rights allocable to the Pooled Certificates (other than the Class S Certificates)
and the related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts) pursuant to Section 6.08(a)
of this Agreement, consists of the Holders of Certificates evidencing at least 50% of the Voting Rights (taking into account the allocation
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of applicable Principal Balance
Certificates) of all of the Pooled Certificates (other than the Class S Certificates) and the related Loan-Specific Certificates,
on an aggregate basis;


(2)       with
respect to the Pooled Certificates, (a) for purposes of a vote to terminate and replace the Special Servicer (other than with respect
to the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) or the Asset Representations Reviewer at the request of
the Holders of Pooled Certificates evidencing




    	 	- 46 -	 



    	 	 



    

not less than 25% of the Pooled Voting
Rights (without regard to the application of any Appraisal Reduction Amounts) pursuant to Section 6.08(a) or Section 11.05(b),
as applicable, of this Agreement, consists of the Holders of Pooled Certificates evidencing at least 50% of the Pooled Voting Rights
(taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective
Classes of Pooled Principal Balance Certificates) of all of the Pooled Certificates (other than the Class S Certificates), on an
aggregate basis, and (b) for purposes of each of (i) a vote to terminate and replace the Special Servicer (other than with respect to
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) based on a recommendation of the Operating Advisor, (ii) a
vote to terminate and replace the Special Servicer with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination
based on a recommendation of the Operating Advisor, in each case pursuant to Section 6.08(b) of this Agreement, consists of
the Holders of Pooled Certificates evidencing at least 20% of the Voting Rights (taking into account the application of Appraisal Reduction
Amounts to notionally reduce Certificate Balances) of all Principal Balance Certificates on an aggregate basis;


(3)       with
respect to the 360 Rosemary Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer of the
360 Rosemary Loan Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of this Agreement,
consists of the Holders of 360 Rosemary Loan-Specific Certificates evidencing at least 20% of the aggregate of the outstanding principal
balances of all 360 Rosemary Loan-Specific Certificates, with such quorum including at least three (3) Holders of 360 Rosemary Loan-Specific
Certificates that are not Risk Retention Affiliated with each other; and


(4)       with
respect to the 111 River Street Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer of
the 111 River Street Loan Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of this
Agreement, consists of the Holders of 111 River Street Loan-Specific Certificates evidencing at least 20% of the aggregate of the
outstanding principal balances of all 111 River Street Loan-Specific Certificates.


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


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


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


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


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


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and with respect
to the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests, each interest
set forth in the Preliminary Statement hereto.




    	 	- 47 -	 



    	 	 



    

“Class 111A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-32 hereto.


“Class 111A
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River Street
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 111B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-33 hereto.


“Class 111B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River Street
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 111C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-34 hereto.


“Class 111C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River Street
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 111D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-35 hereto.


“Class 111D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River Street
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 111E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-36 hereto.


“Class 111E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River Street
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 360A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-25 hereto.




    	 	- 48 -	 



    	 	 



    

“Class 360A
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.77600%.


“Class 360X
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-26 hereto.


“Class 360X
Components”: The Class 360A Component, which constitutes a separate class of “regular interests”, within the
meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class 360X Strip Rate
from time to time and a notional amount equal to its Component Notional Amount from time to time.


“Class 360X
Notional Amount”: With respect to the Class 360X Certificates as of any date of determination, the sum of the Component
Notional Amount of the Class 360X Components.


“Class 360X
Pass-Through Rate”: For any Distribution Date, the Class 360X Strip Rate for the Class 360X Component for such
Distribution Date.


“Class 360X
Strip Rate”: With respect to the Class 360X Component for any Distribution Date, a rate per annum equal to: (i) the
Net Mortgage Pass-Through Rate on the 360 Rosemary Trust Subordinate Companion Loan as of the first day of the related Collection Period,
minus (ii) the Pass-Through Rate for such Distribution Date for the Class of Corresponding Certificates.


“Class 360B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-27 hereto.


“Class 360B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 360C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-28 hereto.


“Class 360C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 360D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-29 hereto.




    	 	- 49 -	 



    	 	 



    

“Class 360D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 360E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-30 hereto.


“Class 360E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


“Class 360RR
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-31 hereto.


“Class 360RR
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve 30 day
months) as of the first day of the related Collection Period.


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


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


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.19800%.


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


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


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.28100%.


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


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




    	 	- 50 -	 



    	 	 



    

“Class A-3 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.95000%.


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


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


“Class A-4 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.11900%.


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


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


“Class A-5
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.37400% and (b) the WAC
Rate for such Distribution Date.


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


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


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.35100%.


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


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


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


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.67600% and (b) the WAC
Rate for such Distribution Date.


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


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




    	 	- 51 -	 



    	 	 



    

“Class B Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.46800% and (b) the WAC Rate for such
Distribution Date.


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


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


“Class C Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.61700% and (b) the WAC Rate for such
Distribution Date.


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


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


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


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


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


“Class E Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.00000%.


“Class F Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-19 hereto.


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


“Class F Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


“Class G Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-20 hereto.


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


“Class G Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


“Class H Transfer”:
As defined in Section 6.09(h) of this Agreement.




    	 	- 52 -	 



    	 	 



    




“Class H Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-21 hereto.


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


“Class H Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


“Class J Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-22 hereto.


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


“Class J Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


“Class R Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-23 hereto. The Class R Certificates have no Pass-Through Rate, Certificate Balance
or Notional Amount.


“Class S Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the
form set forth in Exhibit A-24 hereto and evidencing an undivided beneficial interest in the Class S Specific
Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Uncertificated VRR Retained Percentage of any Excess
Interest collected on the ARD Mortgage Loans and the Non-Uncertificated VRR Retained Percentage of amounts held from time to time in the
Excess Interest Distribution Account.


“Class VRR
Upper-Tier Regular Interest”: A class of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Upper-Tier REMIC, with the designation “Class VRR”. The beneficial interest in the Class VRR Upper-Tier Regular
Interest is evidenced or constituted, as applicable, by the Combined Uncertificated VRR Interest and the Class VRR Upper-Tier Regular
Interest will have a Certificate Balance equal to the Combined Uncertificated VRR Interest Balance from time to time. For tax reporting
purposes, the Class VRR Upper-Tier Regular Interest and the Combined Uncertificated VRR Interest (insofar as it represents or constitutes,
as applicable, undivided beneficial interests in the Class VRR Upper-Tier Regular Interest) will accrue interest at the WAC Rate in effect
from time to time.


“Pooled Class X
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H
and Class X-J Certificates, as the context requires.




    	 	- 53 -	 



    	 	 



    

“Class X Certificates”:
The Class X A, Class X B, Class X-D, Class X F, Class X G, Class X H, Class X-J and Class 360X Certificates, as the context requires.


“Class X Strip
Rate”: (a) With respect to each Component (other than the Class 360X Component) for any Distribution Date, a rate per annum
equal to: (i) the WAC Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates;
and (b) with respect to the Class 360X Component for any Distribution Date, the Class 360X Strip Rate.


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


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


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


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


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


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


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


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




    	 	- 54 -	 



    	 	 



    

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


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


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


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


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


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


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


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


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


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


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


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




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


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


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


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


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


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


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


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


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


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


“Closing Date”:
February 28, 2022.


“CMBS”:
Commercial mortgage-backed securities.


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




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“Co-sponsored Mortgage
Loan”: The AMF Portfolio Mortgage Loan.


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


“Collateral Deficiency
Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance
of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of
a Loan Combination, solely to the extent allocable to the subject Trust Loan) (x) the most recent Appraised Value for the related
Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value
and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or
additional collateral contributed by the related Mortgagor at the time the subject Trust 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 an Outside Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant
information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in
the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.
The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect to any Collateral Deficiency Amount
calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29) shall be
entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


“Collection Account”:
The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which
(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “KeyBank National Association,
as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BMO 2022-C1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners, Collection
Account” and which must be an Eligible Account.


“Collection Period”:
With respect to any Distribution Date, the period beginning on the day immediately following the Determination Date occurring in the month
preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period for the initial Distribution Date,
with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately following the Due Date for such Mortgage
Loan or Companion Loan in the month preceding the month in which that Distribution Date occurs (or the date that would have been the Due
Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month)) and ending on and including the Determination Date
occurring in the month in which that Distribution Date occurs.


“Coleman Highline
Phase IV Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan
Schedule as Coleman Highline Phase IV.




    	 	- 57 -	 



    	 	 



    

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


“Combined Uncertificated
VRR Interest”: The Uncertificated VRR Interest. The Combined Uncertificated VRR Interest represents undivided beneficial interests
in the VRR Specific Grantor Trust Assets.


“Combined Uncertificated
VRR Interest Balance”: The Uncertificated VRR Interest Balance.


“Combined Uncertificated
VRR Interest Owner”: The Uncertificated VRR Interest Owner.


“Commission”:
The Securities and Exchange Commission.


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


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


“Companion Loan
Holder”: The holder of a Companion Loan (other than a Trust Subordinate Companion Loan held by the Trust).


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


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


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion Loan
or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic
form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in
and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced
Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other
acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which
the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.30 of this Agreement, the




    	 	- 58 -	 



    	 	 



    

requirement for the Companion Loan Rating Agency
Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


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


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


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component; with respect
to the Class X-B Certificates, each of the Class B Component and Class C Component; with respect to the Class X-D
Certificates, each of the Class D Component and Class E Component; with respect to the Class X-F Certificates, the
Class F Component; with respect to the Class X-G Certificates, the Class G Component; with respect to the Class X-H Certificates,
the Class H Component; with respect to the Class X-J Certificates, the Class J Component; and with respect to the Class 360X Certificates,
the Class 360A Component.


“Component Notional
Amount”: With respect to each Component and any date of determination, an amount equal to (i) with respect to any Component
other than the Class 360X Component, the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest for that
Component or (ii) with respect to any Class 360X Component, the 360 Rosemary Principal Balance of the Corresponding 360 Rosemary Regular
Interest for that Component.


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


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


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


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


“Consultation Termination
Event”: The event that: (1) with respect to any Mortgage Loan (other than the 360 Rosemary Loan Combination and the 111 River
Street Loan




    	 	- 59 -	 



    	 	 



    

Combination), either (a) will occur when none
of the Classes of Control Eligible Certificates has a Certificate Balance, without regard to the allocation of any Cumulative Appraisal
Reduction Amount, that is equal to or greater than 25% of the initial Certificate Balance of that Class of Certificates or (b) is
deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Consultation
Termination Event shall in no event exist at any time that the Certificate Balance of each Class of Non-Uncertificated VRR Retained
Pooled Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation
of Cumulative Appraisal Reduction Amounts); and (2) with respect to each of the 360 Rosemary Loan Combination and the 111 River Street
Loan Combination, will be determined in accordance with clause (1) of this definition, but only if a 360 Rosemary Control Appraisal
Period or 111 River Street Control Appraisal Period, as applicable, exists with respect to such Loan Combination. With respect to Excluded
Mortgage Loans as to which the Controlling Class Representative would otherwise be a Consulting Party, a Consultation Termination Event
shall be deemed to exist.


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


(i)           except
with respect to a Serviced Outside Controlled Loan Combination, solely (a) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, (b) for so long as the related Mortgage
Loan is not an Excluded Mortgage Loan, and (c) in the case of each of the 360 Rosemary Loan Combination and the 111 River Street Loan
Combination, provided that both applicable Control Appraisal Periods (in the case of the 360 Rosemary Loan Combination) exist or
the applicable Control Appraisal Period (in the case of the 111 River Street Loan Combination) exists with respect to such Loan Combination,
the Controlling Class Representative;


(ii)         with
respect to any Serviced Outside Controlled Loan Combination (which may include a Servicing Shift Loan Combination or a Serviced Loan Combination
with a Controlling Subordinate Companion Loan held outside the Trust), (a) if and for so long as the holder of the Mortgage Loan
included in this securitization transaction is entitled under the related Co-Lender Agreement to exercise consultation rights with
respect to such Loan Combination, (b) solely prior to the occurrence and continuance of a Consultation Termination Event, and (c) for
so long as the related Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;


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


(iv)      solely
after the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor; and




    	 	- 60 -	 



    	 	 



    

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


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


For the avoidance of doubt,
(A) the Controlling Class Representative will not be a Consulting Party if and for so long as (1) a Consultation Termination Event is
in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) solely with respect to each of the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination, both applicable Control Appraisal Periods do not exist with respect thereto (in the case of
the 360 Rosemary Loan Combination) or the applicable Control Appraisal Period does not exist with respect thereto (in the case of the
111 River Street Loan Combination), and/or (4) with respect to any Serviced Outside Controlled Loan Combination, it is not entitled under
the related Co-Lender Agreement to exercise consultation rights with respect to such Loan Combination, (B) the Operating Advisor will
not be a Consulting Party if and for so long as no Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, no
360 Rosemary Operating Advisor Consultation Trigger Event) has occurred and is continuing, (C) none of the Risk Retention Consultation
Parties will be a Consulting Party with respect to any Mortgage Loan that is an Excluded RRCP Mortgage Loan with respect to such party,
or with respect to any Mortgage Loans other than as described in the immediately preceding clause (v), and (D) the consultation rights
of the holder of a Pari Passu Companion Loan with respect to any related Serviced Loan Combination will be subject to the terms
of the related Co-Lender Agreement.


Further for the avoidance
of doubt, with respect to any Serviced Mortgage Loan or Serviced Loan Combination, if none of the Controlling Class Representative,
the Operating Advisor, a Risk Retention Consultation Party, or a holder of a Pari Passu Companion Loan is a Consulting Party in accordance
with the foregoing definition, then there will be no Consulting Party for that Serviced Mortgage Loan or Serviced Loan Combination. If
any Consulting Party has not been identified to the Master Servicer or the Special Servicer, as applicable (and (I) if the applicable
Consulting Party is the Controlling Class Representative or a Risk Retention Consultation Party, the Master Servicer or the Special Servicer,
as the case may be, has attempted to obtain such information from the Certificate Administrator or (II) if the applicable Consulting Party
is the holder of a Pari Passu Companion Loan, the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain
such information in accordance with Section 3.28(g), and, in the case of either of clause (I) or clause (II), no such entity has
been identified to the Master Servicer or the Special Servicer, as applicable), then until such time as such Consulting Party is identified
to the Master Servicer or the Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall have
no duty to consult with such Consulting Party. For the avoidance of doubt, the initial Controlling Class Representative is identified
in the definition of “Controlling Class Representative”, the initial Risk Retention Consultation Parties are identified in
the definition of “Risk Retention Consultation Party”, and the initial holder(s) of the Serviced Companion Loan(s) are identified
on Exhibit NN hereto.




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“Control Appraisal
Period”: With respect to: (1) the 111 River Street Loan Combination, the 111 River Street Control Appraisal Period; (2) the
360 Rosemary Loan Combination, the 360 Rosemary Control Appraisal Period; and (3) any other AB Loan Combination, the “control appraisal
period” (or analogous concept) under the related Co-Lender Agreement.


“Control Eligible
Certificates”: Any of the Class H and Class J Certificates.


“Control Termination
Event”: The event that: (1) with respect to any Mortgage Loan (other than the 360 Rosemary Loan Combination and the 111 River
Street Loan Combination) either (a) will occur when none of the Classes of the Control Eligible Certificates has a Certificate Balance
(as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance with Section 3.10(a)
of this Agreement) that is at least equal to 25% of the initial Certificate Balance of that Class of Certificates or (b) is deemed
to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Control Termination
Event shall in no event exist at any time that the Certificate Balance of each Class of the Non-Uncertificated VRR Retained Pooled
Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation
of Cumulative Appraisal Reduction Amounts) ); and (2) with respect to each of the 360 Rosemary Loan Combination and the 111 River Street
Loan Combination, will be determined in accordance with clause (1) of this definition, but only if a 360 Rosemary Control Appraisal
Period or 111 River Street Control Appraisal Period, as applicable, exists with respect to such Loan Combination. With respect to Excluded
Mortgage Loans as to which the Controlling Class Representative would otherwise be the Directing Holder, a Control Termination Event shall
be deemed to exist.


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


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


“Controlling Class Representative”:
The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling Class Certificateholders
by Certificate Balance, as identified by notice to the Certificate Administrator by the applicable




    	 	- 62 -	 



    	 	 



    

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


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


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business
shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 1100 North
Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BMO 2022-C1, and (ii) the Certificate Administrator is located, for
certificate transfer purposes, at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415, and for all other
purposes, except as specifically set forth herein, 9062 Old Annapolis Road, Columbia, Maryland 21045.


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




    	 	- 63 -	 



    	 	 



    

“Corresponding 111
River Street Regular Interest”: As identified in the Preliminary Statement with respect to any Class of 111 River Street
Loan-Specific Certificates.


“Corresponding 360
Rosemary Regular Interest”: As identified in the Preliminary Statement with respect to any Class of 360 Rosemary Loan-Specific
Certificates.


“Corresponding Certificates”:
As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest, 360 Rosemary Regular Interest, 111 River
Street Regular Interest or Component.


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


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


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


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


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




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


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


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


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


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


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later
than 90 days after its adoption, such other form for the presentation of such information and containing such additional information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


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


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template”
available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such




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


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


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


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto, but excluding
any REO Companion Loan related to any other Serviced 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, in the case of the initial Distribution
Date, the Cut-Off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Trust Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such
amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due
or deemed due on the related Trust Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River Street
REMIC, as applicable.


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


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


“CREFC®
Investor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as may be, or have
been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time
to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC®
Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC®
Collateral Summary File,




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(vii) CREFC® Special Servicer
Loan File, (viii) CREFC® Special Servicer Property File and (ix) CREFC® Schedule AL File;


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


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


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


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


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


“CREFC®
Loan Modification Report Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Loan Modification Report Template” available as of the Closing Date on the CREFC®
Website, or such other form




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


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


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


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


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


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


“CREFC®
Property File”: The data file in the “CREFC® Property File” format substantially in the form of and
containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion Loans, or such other form for
the presentation of




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


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


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


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


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


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


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


“CREFC®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying each Performing
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the




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“CREFC® Servicer Watch
List” format substantially in the form of and containing the information called for therein for the Mortgage Loans and the Trust
Subordinate Companion Loans, or such other form (including other portfolio review guidelines) for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


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


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


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


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


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


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. The only Cross-Collateralized Group included
as assets of the Trust as of the Closing Date is the group of Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule as “Centennial Plaza” and “Jefferson County Plaza”.


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


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




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H and Class J Certificates have all been previously
reduced to zero due to the application of applicable Realized Losses.


“Cumulative Appraisal
Reduction Amount”: As of any date of determination by the Special Servicer with respect to any Trust Loan, the sum of (i) all
Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then
in effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Master Servicer, the Trustee nor the Certificate
Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.


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


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


“Custodian”:
Any custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the
Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor,
a Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian. Computershare Trust Company,
National Association will perform its duties as Custodian hereunder through its Document Custody division (including, as applicable, any
agents or affiliates utilized thereby).


“Cut-Off Date”:
With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion
Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February
2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as
applicable, if a Monthly Payment were scheduled to be due in that month).


“Cut-Off Date
Balance”: With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan
or Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal due on or before
such date, whether or not received (or, if such Mortgage Loan was originated subsequent to the Cut-Off Date, its original principal balance).


“DBRI”:
DBR Investments Co. Limited, and its successors in interest.


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




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


“Debt Service Coverage
Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month period covered
by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related
Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do not include Balloon Payments) due
under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided that with respect to the Mortgage
Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying
interest only for a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related
Monthly Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization
term indicated in the Mortgage Loan Schedule).


“Default”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination, if applicable).


“Default Interest”:
With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such Mortgage
Loan or Serviced Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Rate.


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


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


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


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


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




    	 	- 72 -	 



    	 	 



    

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


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


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


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


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


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


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


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


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


“DBSI”:
Deutsche Bank Securities Inc.


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


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


(i)       (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee on
behalf of the




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Certificateholders and the Combined Uncertificated
VRR Interest Owner or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator
is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit
and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, the executed Note
for each related Serviced Companion Loan;


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


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


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


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


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


(vii)    the
related Loan Agreement, if any;


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


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


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




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


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


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


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


(xv)    any
related environmental insurance policy;


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


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


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


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


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


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




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


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


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


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


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


(k)        a
copy of all zoning reports;


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


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


(n)       a
copy of all UCC searches;


(o)       a
copy of all litigation searches;


(p)       a
copy of all bankruptcy searches;


(q)       a
copy of the origination settlement statement;


(r)        a
copy of any Insurance Summary Report;


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


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


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


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


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




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


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


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


(a)       except
(i) in the case of the 360 Rosemary Loan Combination prior to the occurrence and continuance of an applicable 360 Rosemary Control Appraisal
Period with respect to each of the 360 Rosemary Note C Subordinate Companion Loan and the 360 Rosemary Trust Subordinate Companion Loan,
(ii) in the case of the 111 River Street Loan Combination prior to the occurrence and continuance of a 111 River Street Control Appraisal
Period, (iii) with respect to an Excluded Mortgage Loan, (iv) with respect to any Serviced Outside Controlled Loan Combination, and (v)
during any period that a Control Termination Event has occurred and is continuing, the Controlling Class Representative;


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


(c)       with
respect to the 360 Rosemary Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no 360 Rosemary Note C
Control Appraisal Period exists with respect to such Loan Combination, the holder of the 360 Rosemary Note C Subordinate Companion Loan,
(ii) if a 360 Rosemary Note C Control Appraisal Period has occurred and is existing, then for so long as no 360 Rosemary Note B Control
Appraisal Period exists with respect to such Loan Combination, the 360 Rosemary Controlling Class Representative and (iii) for so long
as a 360 Rosemary Note B Control Appraisal Period




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exists and a Control Termination Event
has not occurred and is continuing, the Controlling Class Representative; and


(d)       with
respect to the 111 River Street Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no 111 River Street
Control Appraisal Period exists with respect to such Loan Combination, the 111 River Street Controlling Class Representative and (ii)
for so long as a 111 River Street Control Appraisal Period exists and a Control Termination Event has not occurred and is continuing,
the Controlling Class Representative.


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


For the avoidance of doubt:
(A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1) a Control Termination Event is in
effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) the related Serviced Loan Combination is a Serviced Outside Controlled
Loan Combination, (4) with respect to the 360 Rosemary Loan Combination, the 360 Rosemary Note C Subordinate Companion Loan Holder or
the 360 Rosemary Controlling Class Representative is entitled to act as Directing Holder, and/or (5) with respect to the 111 River Street
Loan Combination, the 111 River Street Controlling Class Representative is entitled to act as Directing Holder; (B) there will be no Directing
Holder with respect to an Excluded Mortgage Loan; (C) with respect to the 360 Rosemary Loan Combination, if and for so long as (1) a 360
Rosemary Note C Control Appraisal Period exists, the holder of the 360 Rosemary Note C Subordinate Companion Loan will not be the Directing
Holder and (2) the 360 Rosemary Note C Subordinate Companion Loan Holder is entitled to act as Directing Holder or a 360 Rosemary Note
B Control Appraisal Period exists, the 360 Rosemary Controlling Class Representative will not be the Directing Holder; (D) with respect
to the 111 River Street Loan Combination, if and for so long as a 111 River Street Control Appraisal Period exists, the 111 River Street
Controlling Class Representative will not be the Directing Holder; and (E) with respect to any Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder will be the Directing Holder only if and for so long as such note holder or note holder representative
is entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling
Class Representative (when it is the Directing Holder under the circumstances described in clause (a) of the prior paragraph of this
definition).


Further for the avoidance
of doubt, with respect to any Mortgage Loan or Loan Combination, if none of the Controlling Class Representative, an Outside Controlling
Note Holder, the 360 Rosemary Controlling Class Representative or the 111 River Street Controlling Class Representative, as applicable,
is a Directing Holder in accordance with the foregoing definition, then there will be no Directing Holder for that Serviced Mortgage Loan
or Serviced Loan Combination.


“Directly Operate”:
With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to
tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),
the management or operation of such REO Property, the holding of such




    	 	- 78 -	 



    	 	 



    

REO Property primarily for sale to customers
in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the
performance of any construction work on the REO Property, other than through an Independent Contractor; provided, however,
that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the
Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).


“Disclosable Special
Servicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration (including,
without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor or indemnitor
in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property related to a Serviced
Loan Combination, if applicable) in connection with the disposition, workout or foreclosure of any Serviced Loan, the management or disposition
of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this
Agreement, other than (1) any compensation which is payable to the Special Servicer under this Agreement and that is set forth in a report
that is part of the CREFC® Investor Reporting Package (IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate
Fees. For the avoidance of doubt, any compensation or other remuneration that an entity acting in the capacities of both the Master Servicer
and Special Servicer is entitled to in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special
Servicer Fees.


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


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


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


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


“Disqualified Organization”:
Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject




    	 	- 79 -	 



    	 	 



    

to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government,
International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed
by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess
inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’
cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer
to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any
time that the Certificates are outstanding. For purposes of this definition, the terms “United States,” “State”
and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.


“Distribution Account”:
Collectively, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the 360 Rosemary REMIC Distribution
Account and the 111 River Street REMIC Distribution Account, each of which may be subaccounts of a single Eligible Account.


“Distribution Date”:
The fourth Business Day following each Determination Date, commencing in March 2022. The first Distribution Date shall be March 17, 2022.


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


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


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


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


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


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




    	 	- 80 -	 



    	 	 



    

day after the date that would have been the
Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month) and ending on and including the Due Date in the
month in which such Distribution Date occurs.


“Early Termination
Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including successor REO
Mortgage Loans with respect thereto) and the Trust Subordinate Companion Loans (including successor REO Companion Loans with respect thereto)
remaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Pool and the Trust
Subordinate Companion Loans initially included in the Trust Fund as of the Cut-Off Date (excluding, for the purposes of the calculation
in each of clauses (a) and (b) in this definition, the aggregate unpaid principal balance of the Coleman Highline Phase IV Mortgage Loan,
but only if the right to purchase referred to Section 9.01(c) is exercised after the Distribution Date in February 2032).


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


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


“Eligible Account”:
Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term unsecured
debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in its highest
rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial Account, Interest Reserve
Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations (or short-term
unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-” by
Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository
institution or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent
thereof, which is at least “F1” by Fitch), (b) the long-term unsecured debt obligations or deposit accounts of which are
rated at least “BBB+” by S&P in the case of letters of credit and accounts in which funds are held for more than 30 days
or, in the case of letters of credit and accounts in which funds are held for 30 days or less, the short-term deposit accounts
or short-term unsecured debt obligations of which are rated at least “A-1” by S&P (or “A-2” by
S&P if the long-term unsecured debt obligations or deposit accounts thereof are rated at least “BBB” by S&P) and
(c) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating; (ii) an account or accounts maintained
with KeyBank National Association so long as the long-term unsecured debt rating or deposit account rating of KeyBank National Association
shall be at least “A” by Fitch (or “A-“ by Fitch so long as the short term deposit or short term unsecured debt
obligations of KeyBank are rated no less than “F1” by Fitch), “BBB” by S&P and “A2” by Moody’s
(if the deposits are to be held in the account for more than 30 days) or the short-term deposit account or short-term unsecured
debt rating of KeyBank National Association shall be at least “F1” by Fitch,




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“A-2” by S&P and “P-1”
by Moody’s (if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or accounts
maintained with the corporate trust department of a federal or state chartered depository institution or trust company that, in either
case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus
of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially
similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority, and the long term unsecured
debt obligations of which are rated at least “A2” by Moody’s; (iv) such other account or accounts that, but for
the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) through
(iii) above, with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been
obtained from KBRA and each Rating Agency and Companion Loan Rating Agency for which the minimum ratings set forth in the applicable clause is
not satisfied with respect to such account; or (v) such other account or accounts not listed in clauses (i) through (iii)
above with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained
from each Rating Agency and Companion Loan Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced
by a certificate of deposit, passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer
on a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar has
qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing
or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole
or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 2.10,
(c) is not (and is not affiliated with or, in the case of the Third Party Purchaser or the 360 Rosemary Retaining Third Party Purchaser,
Risk Retention Affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, a Directing Holder, any Risk Retention Consultation Party, the Third Party Purchaser, the
360 Rosemary Retaining Third Party Purchaser or any of their respective Affiliates, (d) has not performed (and is not affiliated
with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to
any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any
Underwriter, any Initial Purchaser, a Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates, or
have been paid any fees, compensation or other remuneration by any of them in connection with any such services, and (e) does not
directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Uncertificated Interest,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization
transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor,
if applicable).


“Eligible Operating
Advisor”: An entity (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s,
Fitch, KBRA, S&P and/or DBRS Morningstar




    	 	- 82 -	 



    	 	 



    

but has not been the special servicer or operating
advisor on a transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly
engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years
of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate
asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will
make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not
affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan
Seller, any Directing Holder, the 360 Rosemary Retaining Third Party Purchaser, any Risk Retention Consultation Party or a depositor,
a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan,
or any of their respective Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any entity acting
as Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation
of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that
does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, the Combined Uncertificated
VRR Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest
in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to
which it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations
Reviewer.


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


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


“Enforcing Servicer”:
The Special Servicer.


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


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




    	 	- 83 -	 



    	 	 



    

“ERISA Restricted
Certificate”: Any Class X-F, Class X-G, Class X-H, X-J, Class F, Class G, Class H, Class J, Class 111D, Class 111E, Class 360D,
Class 360E or Class 360RR Certificate; provided that any such Certificate: (a) will cease to be considered an ERISA Restricted
Certificate and (b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained
in Section 5.03(n) of this Agreement if, as of the date of a proposed transfer of such Certificate, (i) it is rated in
one of the four highest generic ratings categories by a credit rating agency that meets the requirements of the Underwriter Exemption
or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.


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


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


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


“Excess Interest”:
With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date allocable
to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon (to the extent permitted by applicable
law and the related Loan Documents). The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust REMIC, but rather
shall be an asset of the Grantor Trust.


“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. The Class S Certificates and the Class VRR Certificates shall be the only
Classes of Excess Interest Certificates issued under this Agreement.


“Excess Interest
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(e)
of this Agreement in trust for the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner, which (subject
to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Computershare Trust Company,
National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and Class S,
and the Uncertificated VRR Interest Owner, Excess Interest Distribution Account.” Any such account shall be an Eligible Account.
The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates and the
Uncertificated VRR Interest Owner. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall
be an asset of the Grantor Trust.


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River Street
Mortgage Loan, the




    	 	- 84 -	 



    	 	 



    

related Trust Subordinate Companion Loan),
the excess of (i) Liquidation Proceeds of that Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the
111 River Street Mortgage Loan, the related Trust Subordinate Companion Loan) or related REO Property (net of any related Liquidation
Expenses and any amounts payable to a related Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement), over (ii) the
amount that would have been received if a Principal Payment in full had been made, and all other outstanding amounts had been paid, with
respect to such Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River Street Mortgage Loan, the
related Trust Subordinate Companion Loan) on the Due Date immediately following the date on which such proceeds were received. With respect
to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds shall mean such Outside Serviced Mortgage Loan’s pro rata
share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Outside Servicing Agreement and the
related Co-Lender Agreement that are received by the Trust.


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement in trust for the Certificateholders and the Uncertificated Interest Owners, which (subject
to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Computershare Trust Company,
National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the
Uncertificated Interest Owners, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.


“Excess Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum of (A) the excess
of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional
Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed by
the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing Fees,
Workout Fees and Liquidation Fees, and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with respect
to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Modification Fees (which
such Advances and Additional Trust Fund Expenses shall be reimbursed from such Modification Fees), and (B) Advances and Additional
Trust Fund Expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which Advances
and Additional Trust Fund Expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise.
All Excess Modification Fees earned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect
to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) or REO Property; provided that if the Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification,
any Excess Modification Fees earned by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
ceasing to be a Corrected Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected Loan within 18 months of it




    	 	- 85 -	 



    	 	 



    

becoming a modified Serviced Mortgage Loan
(or modified Serviced Loan Combination, if applicable). If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected
Loan, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to
the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including
in connection with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification
Fees earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or, as contemplated
by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such Liquidation Fee or Workout
Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or
the Special Servicer (after taking into account any offset described above applied during such 12-month period) with respect to any
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding
principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) after giving effect to such transaction,
and (ii) $25,000.


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


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, (i) 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 Aggregate Pooled
Available Funds for such Distribution Date that are not covered by the portion of the Master Servicer’s Compensating Interest Payment
for the related Distribution Date allocable to the Mortgage Loans or, in the case of an Outside Serviced Mortgage Loan, the portion of
any compensating interest payments allocable to such Outside Serviced Mortgage Loan to the extent received from the related Outside Servicer,
and (ii) with respect to each Trust Subordinate Companion Loan, the amount of any Prepayment Interest Shortfall resulting from any principal
prepayment made on such Trust Subordinate Companion Loan to be included in the applicable Available Funds for any Distribution Date that
is not covered by the portion of the Master Servicer’s Compensating Interest Payment for the related Distribution Date allocable
to such Trust Subordinate Companion Loan.


“Excess Servicing
Fees”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate
Companion Loan




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(including any successor REO Companion Loan
with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


“Excess Servicing
Fee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) and Trust Subordinate
Companion Loan (including any successor REO Companion Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate
minus (i) the applicable fee rate, if any, set forth under the column labeled “Subservicer Fee” on the Mortgage Loan
Schedule, minus (ii) 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation
of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04
of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may
include the Trustee) that meets the requirements of Section 7.02 of this Agreement.


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


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


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


“Excluded Controlling
Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder (or, (i) with respect to the 360 Rosemary Loan Combination
so long as a 360 Rosemary Control Appraisal Period is not




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continuing (provided a 360 Rosemary Note C
Control Appraisal Period has occurred and is continuing), the 360 Rosemary Controlling Class Representative or any 360 Rosemary Controlling
Class Certificateholder, and (ii) with respect to the 111 River Street Loan Combination so long as a 111 River Street Control Appraisal
Period is not continuing, the 111 River Street Controlling Class Representative or any 111 River Street Controlling Class Certificateholder),
as applicable, is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or a Loan Combination is not an Excluded Controlling
Class Mortgage Loan, such Mortgage Loan or Loan Combination also is not an Excluded Mortgage Loan.


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded Controlling
Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially Serviced
Loans conducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b)
supporting a non-recoverability determination, the Operating Advisor Annual Reports, any determination of the Special Servicer’s
net present value calculation, any Appraisal Reduction Amount calculations, environmental assessments, seismic reports and property condition
reports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded
Controlling Class Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File and CREFC® Special Servicer
Property File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File shall not be considered
“Excluded Information.” Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded
Information for posting to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32
hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.32 hereof.


“Excluded Mortgage
Loan”: is a Mortgage Loan or Loan Combination with respect to which the Controlling Class Representative or the holder(s) of
more than 50% of the Controlling Class (by Certificate Balance) (or, (i) with respect to the 360 Rosemary Loan Combination so long as
the 360 Rosemary Controlling Class Representative would otherwise be the related Directing Holder, the 360 Rosemary Controlling Class
Representative or the holder(s) of more than 50% of the 360 Rosemary Controlling Class (by Certificate Balance), and (ii) with respect
to the 111 River Street Loan Combination so long as the 111 River Street Controlling Class Representative would otherwise be the related
Directing Holder, the 111 River Street Controlling Class Representative or the holder(s) of more than 50% of the 111 River Street Controlling
Class (by Certificate Balance)) is (or are) a Borrower Party.




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


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


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


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


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


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




    	 	- 89 -	 



    	 	 



    

consent pursuant to this Agreement, or has
been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise being implemented by the Special
Servicer in accordance with this Agreement.


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


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


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


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


“Fort Lauderdale
Small Bay Warehouses Action”: As defined in Section 2.03(c) of this Agreement.


“Fort Lauderdale
Small Bay Warehouses Mortgaged Property”: As defined in Section 2.03(c) of this Agreement.


“GACC”:
German American Capital Corporation, a Maryland corporation, and its successors in interest.


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


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


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




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


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


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of the VRR Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and the Excess Interest
Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates and the Combined Uncertificated VRR
Interest.


“Grantor Trust Certificates”:
Any class of commercial mortgage pass-through certificates issued under this Agreement that is designated as evidencing an interest
in the Grantor Trust. The Class S Certificates shall be the only Classes of Grantor Trust Certificates issued under this Agreement.


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


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


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


“Holder”:
(a) With respect to any Certificate, a Certificateholder, (b) with respect to any Uncertificated Interest, the related Uncertificated
Interest Owner, and (c) with respect to any Lower-Tier Regular Interest, 111 River Street Regular Interest or 360 Rosemary Regular
Interest, the Trustee for the benefit of the Certificateholders.


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


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


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


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




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“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Risk
Retention Consultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or
any Affiliate thereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the
Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or,
if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for
services by, or (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers,
the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by
such Person.


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the
meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set
forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or
35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any
income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning
of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered
to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the
party seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the
Master Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate Administrator
has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the
taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property”
within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or
cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income
would otherwise so qualify).


“Initial Interest
Deposit Amount”: With respect to each Mortgage Loan or Trust Subordinate Companion Loan that accrues interest on Actual/360
Basis, an amount equal to two days of interest on the Cut-off Date Balance of such Mortgage Loan or Trust Subordinate Companion Loan at
the related Net Mortgage Rate, which amount is required to be delivered by




    	 	- 92 -	 



    	 	 



    

the related Mortgage Loan Seller to the Master
Servicer on the Closing Date for deposit into the Collection Account pursuant to Section 1 of the related Loan Purchase Agreement. The
aggregate of all Initial Interest Deposit Amounts is $270,812.33.


“Initial Purchasers”:
BMO Capital Markets Corp., KeyBanc Capital Markets, Deutsche Bank Securities Inc., Bancroft Capital, LLC and Drexel Hamilton, LLC.


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


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


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


“Initial Uncertificated
111RR Interest Owner”: With respect to the Uncertificated 111RR Interest, BMO.


“Initial Uncertificated
Interest Owner”: (i) With respect to the Uncertificated VRR Interest, the Initial Uncertificated VRR Interest Owner; and (ii)
with respect to the Uncertificated 111RR Interest, the Initial Uncertificated 111RR Interest Owner.


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


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


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


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including an Outside
Serviced Mortgage Loan) or Trust Subordinate Companion Loan (including any amounts paid by the Master Servicer pursuant to Section 3.07
of this Agreement); provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds” under
this Agreement shall be limited to any related proceeds of the type described above in this definition that are received by the Trust
Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the




    	 	- 93 -	 



    	 	 



    

related Co-Lender Agreement or, if no allocation
is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing Agreement.


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


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


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


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


“Interest Reserve
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and the Uncertificated Interest Owners, Interest Reserve Account” and which shall be an Eligible Account.


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




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Distribution Date, and (ii) in the case
of a Class of Pooled Interest-Only Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for
the subject Distribution Date.


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


“Interest-Only
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and
Class 360X Certificates, collectively.


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or
executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured) that
references or relates to any of the foregoing.


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


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


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


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




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access to information and notices on the Certificate
Administrator’s Website) pursuant to this Agreement, (A) (1) in the case of a Person that is not the Controlling Class Representative,
a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan- Specific Controlling Class Certificateholder,
such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling
Class Representative, any Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or
any Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded
Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion Loan Holder Representative,
such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-1A,
Exhibit M-1B, Exhibit M-1C, Exhibit M-1D or Exhibit M-1E to this Agreement
or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes
of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, an Uncertificated Interest Owner or a Serviced
Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of
the Controlling Class Representative, any Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative
or any Loan-Specific Controlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded Controlling
Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage
Loan Seller or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus, which certificate
shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of
an electronic certification (which may be a click-through confirmation) contained on the Certificate Administrator’s Website
or the Master Servicer’s website. The Certificate Administrator may require that Investor Certifications are resubmitted from time
to time in accordance with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative,
a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or a Loan-Specific Controlling
Class Certificateholder, such Person (A) shall be prohibited from having access to the Excluded Information solely with respect to
the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation
and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling
Class Mortgage Loan.


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


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


“IRS”:
The Internal Revenue Service.


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




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


“KeyBanc”:KeyBanc
Capital Markets Inc.


“KeyBank”:
KeyBank National Association, a national banking association, and its successors in interest.


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


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


“Legal Fee Reserve
Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(i), in the name
of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 5.05(i) shall be deposited directly
and which must be an Eligible Account. The Legal Fee Reserve Account shall be accounted for as an outside reserve fund within the meaning
of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC.


“Liquidation Event”:
With respect to any Trust Loan (or Serviced Loan Combination), any of the following events: (i) such Trust Loan (or Serviced Loan
Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to such Trust Loan (or Serviced Loan Combination);
(iii) such Trust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the
related Mortgage Loan Purchase Agreement; (iv) such Trust Loan is purchased or otherwise acquired by the Special Servicer, the Master
Servicer, the Holders of the Controlling Class, a Loan-Specific Controlling Class, Holders of the Class R Certificates, the Remaining
Certificateholder, the Holder(s) of all the 111 River Street Loan-Specific Certificates or the Holder(s) of all the 360 Rosemary Loan-Specific
Certificates pursuant to Section 9.01 of this Agreement; (v) such Trust Loan (or Serviced Loan Combination) is purchased
by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender
Agreement or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent
domain or condemnation; (vii) such Trust Loan (or Serviced Loan Combination or relevant portion thereof) is purchased by any Person
in accordance with Section 3.17 of this Agreement; or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage
Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Outside
Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or
REO Companion Loan(s)), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property;
(ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling
Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement;
(iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such
REO Property is purchased by the holder of a mezzanine loan or a Subordinate




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Companion Loan Holder pursuant to the related
intercreditor agreement, Co-Lender Agreement or similar agreement; or (v) such REO Property is purchased by another party in
accordance with Section 3.17 of this Agreement.


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


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




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such REO Property within 90 days of the
date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor
agreement or the related Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced
Mortgage Loan or Serviced Loan Combination or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated
by Section 2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value
Payment with respect to such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material
Defect that gave rise to the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced
Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s
receipt of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal
balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan or Serviced
Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the definition of Specially
Serviced Loan as a result of a payment default at maturity and the related Liquidation Proceeds or payment are received within 90 days
following the related default in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced
Loan Combination, if applicable, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate
fees from the related Mortgagor in connection with such liquidation. For the avoidance of doubt, no Liquidation Fee is payable in connection
with an optional termination of the Trust pursuant to Section 9.01.


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


“Liquidation Proceeds”:
The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff (or unscheduled
partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) with respect to a Specially
Serviced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to
the Collection Account in accordance with Section 3.06(c) of this Agreement (provided that, for the purpose of determining
the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount
of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)
is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller), (iv) the transfer of any Threshold
Event Collateral to the related Loan Combination Custodial Account pursuant to Section 3.28(e) of this Agreement or (v) proceeds
of any 111 River Street Threshold Event Collateral deposited in the Distribution Account in accordance with the penultimate sentence of
Section 3.10(a).


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




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“Loan Combination”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each of
which is referred to as a “Companion Loan”), which Mortgage Loan and related Companion Loan(s) are: (i) each evidenced
by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured by the same Mortgage(s) encumbering
the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination” shall include any successor
REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion Loan(s), if applicable)). The only
Loan Combinations related to the Trust as of the Closing Date are identified in the Loan Combination Table. Each of the Companion Loans
identified in the Loan Combination Table are not assets of the Trust other than the 111 River Street Trust Subordinate Companion Loan
and the 360 Rosemary Trust Subordinate Companion Loan.


“Loan Combination
Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created
and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced
Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “KeyBank
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, the Uncertificated Interest
Owners, and the related Serviced Companion Loan Holder, as their interests may appear.”


“Loan Combination
Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced
Loan Combination or any related REO Property.


“Loan Combination
Table”: The table that appears under the heading “LOAN COMBINATIONS” in the Preliminary Statement.


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


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


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


“Loan-Specific Certificateholder”:
Any Holder of a Loan-Specific Certificate.


“Loan-Specific
Certificates”: The 360 Rosemary Loan-Specific Certificates and the 111 River Street Loan-Specific Certificates.


“Loan-Specific
Class X Certificates”: The Class 360X Certificates.




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“Loan-Specific Controlling
Class”: Each of the 360 Rosemary Controlling Class and the 111 River Street Controlling Class.


“Loan-Specific Controlling
Class Certificateholder”: Each 360 Rosemary Controlling Class Certificateholder and each 111 River Street Controlling Class
Certificateholder.


“Loan-Specific Controlling
Class Representative”: Each of the 360 Rosemary Controlling Class Representative and the 111 River Street Controlling Class
Representative.


“Loan-Specific REMIC”:
(a) With respect to the 360 Rosemary Trust Subordinate Companion Loan, the 360 Rosemary REMIC; and (b) with respect to the 111 River Street
Trust Subordinate Companion Loan, the 111 River Street REMIC.


“Loan-Specific REMIC
Distribution Account”: (a) With respect to the 360 Rosemary Trust Subordinate Companion Loan or the 360 Rosemary Loan-Specific
Certificates, the 360 Rosemary REMIC Distribution Account; and (b) with respect to the 111 River Street Trust Subordinate Companion Loan
or the 111 River Street Loan-Specific Certificates, the 111 River Street REMIC Distribution Account.


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


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


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


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


“Loss of Value Reserve
Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated
as such pursuant to Section 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not
part of the Grantor Trust or any Trust REMIC.


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier




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


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


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than Excess
Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable
Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property
allocable to the related Mortgage Loan, other property of the Trust Fund related thereto and amounts (other than Excess Interest and any
interest or other income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Loan Combination
Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier
REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding the beneficial interest of any
Companion Loan Holder in an REO Property and any amounts allocable to the Companion Loans and any interest or other income earned on such
amounts allocable to the Companion Loans. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder and any
111 River Street Threshold Event Collateral posted by the 111 River Street Threshold Cure Holder will be part of the Trust Fund but not
part of the Grantor Trust or any Trust REMIC.


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and the Uncertificated Interest Owners, Lower-Tier REMIC Distribution Account” and which must be an Eligible
Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.




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


“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
Collectively:


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


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


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


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


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


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


(g)       any
approval of property management company changes or franchise changes, in each case to the extent the lender is required to consent to,
or approve, such changes under the related Loan Documents, provided that with respect to property management company changes (i) the
Serviced Loan has an outstanding principal balance greater than $10,000,000, or (ii) the successor property manager is affiliated
with the related Mortgagor;




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(h)       any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a
Mortgagor or guarantor from liability under a Serviced Loan other than any such acceptance as may be effected without the consent of the
lender under the related Loan Agreement;


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


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


(k)       any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect
to amendments to split or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the consent of the
holder of the related Mortgage Loan is not required) , in each case entered into with any mezzanine lender or Companion Loan Holder or
subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto and in each case, in a manner
that materially and adversely affects the Holders of the Control Eligible Certificates or the applicable Loan-Specific Control Eligible
Certificates;


(l)          any
release of any material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or reserves,
other than those required pursuant to the specific terms of the related Loan Documents and for which there is no lender discretion;


(m)      any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease at a Mortgaged Property if (A) the lease involves a ground lease or lease of an outparcel
or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged Property
and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing matter
or such transaction relates to a Specially Serviced Loan; provided, that if lender consent is not required for such transaction pursuant
to the Loan Documents, such transaction will not constitute a Major Decision; and


(l)          any
determination of an Acceptable Insurance Default;


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




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


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


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


“Master Servicer”:
KeyBank National Association, a national banking association, or its successor in interest, or any successor Master Servicer appointed
as herein provided.


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


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


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


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


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


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


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


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


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




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


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


(b)       except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material portion
of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property
collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined
by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon which the Special Servicer may conclusively
rely); or


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


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


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


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




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


(1)       (A)
the original executed Note for such Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River Street
Mortgage Loan, the original executed Mortgage Note for the related Trust Subordinate Companion Loan), endorsed on its face or by allonge
thereto (without recourse, representation or warranty, express or implied) to the order of (i) in the case of any Mortgage Loan other
than the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders
of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated VRR Interest
Owner” or in blank or (ii) in the case of the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, as
Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1
and the Uncertificated Interest Owners” or in blank, and, in the case of each of clauses (i) and (ii) above, further showing a complete,
unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively,
if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage
Loan is part of a Serviced Loan Combination, a copy of the executed Note for each related Serviced Companion Loan held outside the Trust;


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


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


(4)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned
has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if
such item is a document separate from the Mortgage), in favor of (i) in the case of any Mortgage Loan other than the 111 River Street
Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated VRR Interest Owner [and the holder
of the related Serviced Companion Loan, as their interests may appear]” or in blank or (ii) in the case of the 111 River Street
Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated Interest Owners and the holder of
the related Serviced Companion Loan, as their interests may appear” or in blank, or a copy of such assignment if the related Mortgage
Loan Seller or its designee, rather than the Trustee, is responsible for recording such assignment;




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provided, however, that with respect
to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift
Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


(5)       the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of (i) in the case of any Mortgage Loan other than the 111 River Street Mortgage Loan, “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1
and the Uncertificated VRR Interest Owner [and the holder of the related Serviced Companion Loan, as their interests may appear]”
or (ii) in the case of the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, “Wilmington Trust, National
Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1 and the Uncertificated Interest Owners and the holder of the related Serviced Companion Loan, as their interests may
appear”; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank
until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced
Mortgage Loan, and (C) 180 days after the Closing Date;


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


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


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


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


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




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


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


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


(14)     an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included
in the assignment described in clause (5)), in favor of (i) in the case of any Mortgage Loan other than the 111 River Street Mortgage
Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated VRR Interest Owner [and the holder of the related Serviced
Companion Loan, as their interests may appear]” or (ii) in the case of the 111 River Street Mortgage Loan, “Wilmington Trust,
National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1 and the Uncertificated Interest Owners and the holder of the related Serviced Companion Loan, as their
interests may appear”; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed
in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced
Mortgage Loan, and (C) 180 days after the Closing Date;


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


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


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


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


(19)     copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort
letter or (ii) if the related comfort letter contemplates that a request




    	 	- 109 -	 



    	 	 



    

be made of the related franchisor to
issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage
File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original of any replacement comfort
letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such
Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


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


provided that, whenever the term “Mortgage
File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received; and
provided further that so long as the Custodian is also the related Outside Custodian, in connection with any Outside 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 Outside
Servicing Agreement, 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 Outside Servicing Agreement (in such form as was delivered to the custodian under the
related Outside Servicing Agreement); provided that (a) the 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 Outside Serviced Mortgage Loan as if such
documents were required to be delivered and included in the Mortgage File and as if the Outside Custodian’s receipt of the documents
contained in the related “mortgage file” delivered under the related Outside Servicing Agreement constituted delivery of those
same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Outside 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 Outside Custodian or shall otherwise no longer act as Custodian hereunder
or as the related Outside Custodian or shall otherwise be required to surrender possession of the related “mortgage file”
delivered under the related Outside Servicing Agreement (including by reason of the Outside Serviced Companion Loan being removed from
the related securitization trust), the Custodian shall include the documents contemplated by clauses (1) through (20) above in the Mortgage
File for such Outside Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization
Trust) that shall be maintained by it or any successor custodian hereunder..


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in
the Trust Fund (other than the Trust Subordinate Companion Loans), the mortgage loans originally so transferred, assigned and held being
identified on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO
Mortgage Loan or defeased Mortgage Loan and each Outside Serviced Mortgage Loan (but not the Companion Loans). For the avoidance of doubt,
no




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Retained Defeasance Rights and Obligations
will be part of a “Mortgage Loan” or an asset of the Trust. Notwithstanding anything to the contrary in this Agreement, with
respect to each Co-sponsored Mortgage Loan (which consists of two or more separate notes contributed to the Trust by the related Applicable
Co-sponsors), the term “Mortgage Loan” shall mean the entire such Co-sponsored Mortgage Loan, except that (i) for the purposes
of determining any rights or obligations of BMO with respect to each BMO Co-sponsored Mortgage Loan under this Agreement or the BMO Mortgage
Loan Purchase Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage Loan” shall refer to
the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) and such promissory note(s) shall
be treated like a separate Mortgage Loan; and (ii) for the purposes of determining any rights or obligations of SMC with respect to each
SMC Co-sponsored Mortgage Loan under this Agreement or the SMC Mortgage Loan Purchase Agreement, except as otherwise provided in Section
11.02(b), the term “Mortgage Loan” shall refer to the portion of such SMC Co-sponsored Mortgage Loan evidenced by the
applicable SMC Co-sponsored Note(s) and such promissory note(s) shall be treated like a separate Mortgage Loan.


“Mortgage Loan Purchase
Agreement”: The BMO Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement, the SMC Mortgage Loan Purchase
Agreement, the Sabal Mortgage Loan Purchase Agreement, or the GACC Mortgage Loan Purchase Agreement, as applicable.


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


(i)          the
Loan Number;


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


(iii)      the
Cut-Off Date Balance;


(iv)        the
original Mortgage Rate;


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


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


(vii)       the
Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate (%)”,
“Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing Fee Rate (%)”)
(separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate, and in the case of
a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related Serviced Companion Loan in such Serviced
Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying the primary servicing fee rate payable
to the Outside Servicer);


(viii)      the
Mortgage Loan Seller(s);




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


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


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


(xii)       the
Revised Rate, if applicable;


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


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


“Mortgage Loan Seller”:
Each of Sabal, BMO, SMC, KeyBank and GACC and their respective successors in interest.


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


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


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


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


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




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original obligor under such Note evidencing
a Trust Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


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


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


“Net Insurance Proceeds”:
Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage
File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses,
penalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net Insurance Proceeds”
under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust Fund in connection with such Outside
Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


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


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


“Net Mortgage Pass-Through
Rate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust
Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) that accrues interest on a 30/360 Basis,
for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan or Trust Subordinate Companion Loan during the one-month
accrual period applicable to the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as
that Distribution Date; and (b) with respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto)
or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) that accrues interest on an Actual/360
Basis, for any Distribution Date, the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Trust
Subordinate Companion Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually accrued (or, in the event of
a voluntary or involuntary principal prepayment affecting same, that otherwise




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would have accrued) in respect of such Mortgage
Loan or Trust Subordinate Companion Loan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of any Excess Interest)
during the one-month accrual period applicable to the Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs
in the same month as that Distribution Date. However, with respect to each Mortgage Loan or Trust Subordinate Companion Loan that accrues
interest on an Actual/360 Basis, when determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in
January (except during a leap year) or February of any year beginning in 2023 (in any event unless that Distribution Date is the final
Distribution Date), the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal
prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall
be deemed to exclude related Withheld Amounts to be transferred to the Interest Reserve Account in such month; and (ii) the related Net
Mortgage Pass-Through Rate for the Distribution Date in March (or in February if the final Distribution Date occurs in such particular
month of February) in any year, beginning in 2023, the “aggregate amount of interest actually accrued (or, in the event of a voluntary
or involuntary principal prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the
preceding sentence, shall be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account,
the 360 Rosemary REMIC Distribution Account or the 111 River Street REMIC Distribution Account, as applicable, for distribution on such
Distribution Date (or, alternatively, for the Distribution Date in March 2022, the related Initial Interest Deposit Amount). In addition,
the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan or Trust Subordinate Companion Loan for any Distribution Date
shall be determined without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan or Trust Subordinate
Companion Loan, whether agreed to by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or
resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower; (ii) the occurrence and continuation
of a default under such Mortgage Loan or Trust Subordinate Companion Loan; (iii) the passage of the related maturity date or, in
the case of an ARD Mortgage Loan, the related Anticipated Repayment Date; and (iv) the related Mortgaged Property becoming an REO
Property.


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


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




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


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


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


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


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


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


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


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


“Non-Uncertificated
VRR Retained Percentage”: The difference between 100% and the Uncertificated VRR Retained Percentage.


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


“Non- Uncertificated
VRR Retained Pooled Certificates”: The Pooled Certificates.




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“Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates”: All Non-Uncertificated VRR Retained Pooled Regular Certificates that are
also Principal Balance Certificates.


“Non-Uncertificated
VRR Retained Pooled Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H,
Class X-J, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
Certificates, collectively.


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


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall
constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections
3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable,
and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement
Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Trust Loan or
Serviced Loan Combination or REO Property, as applicable, or (b) has determined that such Workout-Delayed Reimbursement Amount,
along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or
unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on
the applicable Trust Loan(s) and REO Property or Properties. For the avoidance of doubt, any non-recoverability determination with
respect to a Trust Subordinate Companion Loan will be made based on the subordinate nature of such Trust Subordinate Companion Loan.


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


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect
of a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer, the Special Servicer or the Trustee, which
Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the proviso to
the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the Special Servicer has determined




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


“Note”
or “Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note or
other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan,
as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.


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


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


“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b)
with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class X-D
Certificates, the Class X-D Notional Amount, (d) with respect to the Class X-F Certificates, the Class X-F
Notional Amount, (e) with respect to the Class X-G Certificates, the Class X-G Notional Amount, (f) with respect to
the Class X-H Certificates, the Class X-H Notional Amount, (g) with respect to the Class X-J Certificates,
the Class X-J Notional Amount, and (h) with respect to the Class 360X Certificates, the Class 360X Notional Amount.


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


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




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


“Offering Circular”:
The offering circular dated February 2, 2022 relating to the Private Certificates (other than the Class VRR Certificates, the Class S
Certificates and the Loan-Specific Certificates).


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


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


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


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


“Operating Advisor
Fee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion
Loan (or any successor REO Companion Loan with respect thereto) and any Distribution Date, an amount accrued during the related Interest
Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance
of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and, in the case of any subsequent Distribution Date, the Stated
Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, as of the close of business on the Distribution
Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Trust Subordinate Companion
Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other
sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt,




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the Operating Advisor Fee shall be payable
from the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River Street REMIC, as applicable.


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00125% per annum with respect to each Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto) and Trust Subordinate Companion Loan (or any successor REO Companion Loan
with respect thereto).


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


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


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


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


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


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


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


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


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


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange
Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and




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


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


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


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


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


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


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


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


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


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


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


“Outside Controlling
Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination is, a Serviced Outside
Controlled Loan Combination, at any such time, the holder of the related controlling note (regardless of whether




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such note evidences a Pari Passu Companion
Loan or a Subordinate Companion Loan) or such holder’s designated representative; provided that if, with respect to any Serviced
Outside Controlled Loan Combination, the related controlling note is included in a securitization trust, the Outside Controlling Note
Holder shall be the party designated under the pooling and servicing agreement, trust and servicing agreement or comparable agreement
governing the securitization of the related controlling note as authorized to exercise the rights of the holder of the related controlling
note; and provided, further, that the right of any such designated party to exercise some or all of such rights may terminate or shift
to another designated party upon the occurrence of certain trigger events if and to the extent set forth in the pooling and servicing
agreement, trust and servicing agreement or comparable agreement governing the securitization of the related controlling note. With respect
to each Servicing Shift Loan Combination, the holder of the related controlling note (regardless of whether such note evidences a Pari
Passu Companion Loan or a Subordinate Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift
Date and (ii) cease to be an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced
AB Loan Combination (other than the 360 Rosemary Loan Combination and the 111 River Street Loan Combination), the holder of a related
Subordinate Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate Companion Loan (or, in the case
of a Serviced AB Loan Combination with multiple Subordinate Companion Loans, at least one such Subordinate Companion Loan) is not the
subject of a “control appraisal period” (or analogous concept) and not held by a “borrower-related party”
(or analogous concept), in any event under the related Co-Lender Agreement.


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


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


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


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


“Outside Securitization
Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f)
of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and is created under
the related Outside Servicing Agreement.


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


“Outside Serviced
Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. With respect to each Servicing
Shift Mortgage Loan and the




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related Servicing Shift Loan Combination, the
related Co-Lender Agreement shall be an Outside Serviced Co-Lender Agreement on and after the related Servicing Shift Date.


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


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


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


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


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


“Outside Servicing
Agreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination, the pooling
and servicing agreement, trust and servicing agreement or other comparable agreement governing the creation of an Outside Securitization
Trust that includes a related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization
Trust and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related Outside Serviced
Companion Loan(s), or any successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced Loan
Combination and the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside Servicing
Agreements related to the Trust as of the Closing Date are identified in the Loan Combination Table under the column heading “Outside
Servicing Agreement.” With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, on or
after the related Servicing Shift Date, the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside
Servicing Agreement.


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




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


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


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


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


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


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


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


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through
Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class X-B Pass Through Rate, the Class X-D
Pass-Through Rate, the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate, the Class J Pass-Through
Rate, the Class 360A Pass-Through Rate, the Class 360X Pass-Through Rate, the Class 360B Pass-Through Rate, the Class 360C
Pass-Through Rate, the Class 360D Pass-Through Rate, the Class 360E Pass-Through Rate, the Class 111A Pass-Through Rate,
the Class 111B Pass-Through Rate, the Class 111C Pass-Through Rate, the Class 111D Pass-Through Rate, the Class 111E
Pass-Through Rate, the Class X-H Pass-Through Rate, the Class X-J Pass-Through Rate, the Class E Pass-Through
Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate the Class H Pass-Through Rate and the Class J Pass-Through
Rate. The Class S Certificates, the Class R Certificates and, other than for tax reporting purposes, the Class VRR Certificates
and the Combined Uncertificated VRR Interest do not have Pass-Through Rates.


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




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“Payment Accommodation”:
With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the entering into of any temporary forbearance
agreement as a result of the COVID-19 emergency (as reasonably determined by the Master Servicer (if the Master Servicer and Special Servicer
agree that the Master Servicer will determine) or the Special Servicer in accordance with the Servicing Standard) relating to payment
obligations or operating covenants under the related Loan Documents or the use of funds on deposit in any reserve account or escrow account
for any purpose other than the explicit purpose described in the related Loan Documents, that in each case (i) defers no greater than
9 monthly debt service payments and (ii) requires full repayment of deferred payments, reserves and escrows by the earlier of (a) the
date that is 21 months following the date of the Payment Accommodation for such Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) and (b) the maturity date for such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable).


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


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


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


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


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


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


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


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


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day




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


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


(ii)       Federal
Housing Administration debentures;


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


(iv)      federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank,
the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch, (B) the Applicable S&P
Permitted Investment Rating by S&P, (C) the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar, (D) if rated
by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A)
through (D) above, such other rating as is the subject of a Rating Agency Confirmation by such Rating Agency and KBRA) and (E) the Applicable
Moody’s Permitted Investment Rating by Moody’s or such lower rating by Moody’s as is the subject of a Companion Loan
Rating Agency Confirmation by Moody’s




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relating to any applicable Serviced Companion
Loan Securities; provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar amount of
principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must
be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments
must not be subject to liquidation prior to their maturity;


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


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


(vii)      commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) payable on demand or on a specified
date maturing in one (1) year or less from the date of acquisition thereof issued by any corporation or other entity organized under the
laws of the United States or any state thereof, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment
Rating by Fitch, (B) the Applicable S&P Permitted Investment Rating by S&P, (C) the Applicable DBRS




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Morningstar Permitted Investment Rating
by DBRS Morningstar, (D) if rated by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the case of any such Rating
Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency and KBRA) and (E the Applicable Moody’s Permitted Investment Rating by Moody’s or such lower rating by Moody’s
as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating to any applicable Serviced Companion Loan Securities;
provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar of principal due at maturity
that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to
liquidation prior to their maturity;


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


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


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


provided, however, that (A) such
instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return
in the nature of interest, (B) such instrument shall have an unqualified rating (i.e., one with no qualifying suffix), with the exception
of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (C) such instrument shall have
a predetermined fixed dollar of principal due at maturity that cannot vary or change, and (D) no instrument or security shall be a Permitted
Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive
principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to
maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation
or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount
beneficially owned by a




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Trust REMIC (even if not yet deposited in the
Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless
the Master Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that
such investment will not adversely affect the status of any Trust REMIC. Permitted Investments may not be purchased at a price in excess
of par.


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees, banking fees,
title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the
Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or
REO Property, in each case, in accordance with Article III of this Agreement.


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


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


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


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


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


“Pooled Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class R and Class S Certificate, in any event issued, authenticated
and delivered hereunder.


“Pooled Certificateholder”:
Any Holder of a Pooled Certificate.


“Pooled Interest-Only
Certificates:” The Class X A, Class X B, Class X D, Class X-F, Class X-G, Class X-H and Class X-J Certificates.




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“Pooled Principal
Balance Certificates:” The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and
Class J Certificates.


“Pooled Regular
Certificates”: The Non-Uncertificated VRR Retained Pooled Regular Certificates.


“Pooled Voting Rights”:
The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificate or Class of Pooled
Certificates. At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated among the respective Classes
of Pooled Certificateholders as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates,
allocated pro rata based upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional
Amount of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of
Pooled Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only
Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate Balance of such Class of
Pooled Principal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate of the Certificate
Balances of all Classes of the Pooled Principal Balance Certificates, in each case as of the date of determination (provided that,
if, but only if, expressly so provided herein in any circumstance, the allocation or exercise of Pooled Voting Rights for any particular
purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The Pooled Voting
Rights of any Class of Pooled Certificates shall be allocated among Holders of Certificates of such Class in proportion to their
respective Percentage Interests. The Class S and Class R Certificates and the Uncertificated VRR Interest shall not be entitled
to any Pooled Voting Rights.


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


“Preliminary Prospectus”:
The prospectus dated February 2, 2022, relating to the Public Certificates.


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


“Prepayment Interest
Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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
Loan Combination after the related Due Date in such Collection Period, the amount of interest (net of the related Servicing Fee and any
related Excess Interest and Default Interest) that accrued on the amount of such Principal Prepayment during the period commencing from
such Due Date to, but not including, the date as of which such Principal Prepayment was applied to the unpaid principal balance of the
Mortgage Loan or Serviced Loan Combination (or any later date through which interest accrues), to the extent collected from the




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related Mortgagor (without regard to any related
Yield Maintenance Charge actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


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


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


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator
in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other
comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The
Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of the Prime Rate in accordance
with the parenthetical in the preceding sentence.


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


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


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




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


“Private Certificates”:
The Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E,
Class F, Class G, Class H, Class J, Class S, Class R, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E,
Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates, collectively.


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


“Privileged Information
Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available
and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged
Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose
such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such
Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the
Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any
affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate
(which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special
Servicer, the applicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the
Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special
Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated
by the Master Servicer or the Special Servicer, any Directing Holder, any Consulting Party, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations
Reviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject
to the next sentence and the proviso to this sentence), any other Person who provides the Certificate Administrator with an Investor Certification
(subject




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


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all other
customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and fees and
expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the servicing
and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder or a default, delinquency
or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the cost of (a) compliance with the
obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and
3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management of a related Mortgaged Property,
(c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings
with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof
expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any such
REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable
overhead of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any such party
in connection with its purchase of any Trust Loan or REO Property pursuant to any provision of this Agreement or an intercreditor agreement;
and provided, further, that, no Property Advances shall be made with regard to a Subordinate Companion Loan if the related
Mortgage




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Loan is no longer held by the Trust. Each reference
to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date
of payment or reimbursement. If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property, the term
“Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable
Outside Servicing Agreement.


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


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


“Prospectus”:
The prospectus dated February 10, 2022, relating to the Public Certificates.


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


“PTCE”:
Prohibited Transaction Class Exemption.


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


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


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


“Purchase Price”:
With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or REO Property), a price equal to the sum of the following (without
duplication): (a) the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or the related REO
Trust Loan) as of the time of purchase less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve
Fund allocable to pay principal of such Mortgage Loan or Trust Subordinate Companion Loan (or REO Property); plus (b) all accrued
and unpaid interest on the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan (or the related REO Trust Loan),
other than Default Interest or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date in the Collection
Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts
with respect thereto that were reimbursed out of general collections on the Mortgage Loans or the related Trust Subordinate Companion
Loan, as applicable) (or, in the case of an Outside Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable
to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and
unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such amounts
with respect to P&I Advances related to such Outside Serviced Mortgage Loan and, with




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respect to outstanding Property Advances, the
pro rata portion of any similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement);
plus (e) to the extent not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional Trust
Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan or Trust Subordinate Companion Loan; plus (f)
if such Mortgage Loan or Trust Subordinate Companion Loan is being repurchased or substituted for by a Mortgage Loan Seller pursuant to
Section 6 of the related Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Material Defect giving rise to the repurchase
or substitution obligation (to the extent not otherwise included in the amounts described in clause (e) above); provided,
however, that such expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset
Review Vote Election, in taking part in an Affirmative Asset Review Vote or in exercising such Certificateholder’s or Certificate
Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(g) hereof; plus (g) to
the extent not otherwise included in the amount described in clause (e) above, any Liquidation Fee if and to the extent payable in
accordance with the terms and conditions of this Agreement; plus (h) solely in the case of a Mortgage Loan, any related Asset Representations
Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller.


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


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


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


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii) below,
an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose
claims paying ability is rated (a) at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such as that listed
above by at least two NRSROs (which may include S&P, Moody’s and/or A.M. Best)) and (b) at least “A-” by S&P
(or, if not rated by S&P, an equivalent rating such as that listed above by at least two NRSROs (which may include Fitch, DBRS Morningstar,
Moody’s and/or A.M. Best)) or (ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained
pursuant to Section 3.08(c) of this Agreement, a company that shall have a claims-paying ability rated at least as follows
by at least one of the following NRSROs: “A (low)” by DBRS Morningstar, “A-” by S&P, “A-”
by Fitch, “A3” by Moody’s or “A:X” by A.M. Best, or (iii) in either case, an insurance company not satisfying
the ratings criteria of any Rating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master
Servicer or the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer”
shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses
and whose obligations under




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the related insurance policy are guaranteed
or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance company
referred to therein).


“Qualified Mortgage”:
A Mortgage Loan or Trust Subordinate Companion Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)
(but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan or Trust
Subordinate Companion Loan to be treated as a “qualified mortgage”, or any substantially similar successor provision).


“Qualified Substitute
Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received,
not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution
occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date
as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage
Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to
stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage
Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value
ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders
or the Uncertificated Interest Owners) as of the date of substitution in all material respects with all of the representations and warranties
set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing
File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage
ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is after the date that is five years
prior to the Rated Final Distribution Date for the rated Pooled Certificates; (xii) have prepayment restrictions comparable to those
of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator
have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable
Mortgage Loan Seller); (xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing,
by the Controlling Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted
for a deleted Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any
Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined
by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered
as a part of the related Servicing File; (xviii) be current in the payment of all scheduled payments of principal and interest then
due; and (xix) not be an ARD Mortgage Loan unless the Mortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the
event that more than one mortgage loan is substituted for a




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deleted Mortgage Loan or Mortgage Loans, then
(x) the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances and (y) each such
proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through
(xviii) above, except that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided that no individual Mortgage Rate (net of the Administrative Cost
Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any
Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates having a Certificate Balance then outstanding. When
a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that
the replacement Mortgage Loan(s) meet(s) all of the requirements of the above definition and shall send such certification to the Certificate
Administrator and the Trustee and, so long as a Consultation Termination Event has not occurred and is not continuing, the Controlling
Class Representative.


“Rated Final Distribution
Date”: With respect to the rated Pooled Certificates, the Distribution Date occurring in February 2055; with respect to the
rated 360 Rosemary Loan-Specific Certificates, the Distribution Date occurring in February 2042; and with respect to the rated 111
River Street Loan-Specific Certificates, the Distribution Date occurring in February 2039.


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


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed
action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon
receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or declining
to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”),
or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Rating Agency Confirmation from the applicable
Rating Agency with respect to such matter shall be deemed to have been satisfied.


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




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


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


(b)       with
respect to the Combined Uncertificated VRR Interest, the Class VRR Upper-Tier Regular Interest and the Class LVRR Lower-Tier Regular Interest,
the amount, if any, by which (i) the Combined Uncertificated VRR Interest Balance, after giving effect to distributions of principal on
such Distribution Date, exceeds (ii) the product of (A) the Uncertificated VRR Retained Percentage and (B) the aggregate Stated Principal
Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to be outstanding immediately following such Distribution Date
(for purposes of this calculation only, not giving effect to any reductions of such aggregate Stated Principal Balance for principal payments
received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections
of principal on the Mortgage Loans for Workout Delayed Reimbursement Amounts, to the extent such Workout Delayed Reimbursement Amounts
are not otherwise determined to be Nonrecoverable Advances).


(iii)      with
respect to the 360 Rosemary Loan-Specific Principal Balance Certificates and the Corresponding 360 Rosemary Regular Interests for
such Certificates, the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation only, the Stated Principal
Balance will not be reduced by the amount of principal payments received on the 360 Rosemary Trust Subordinate Companion Loan that were
used to reimburse the Master Servicer, the Special Servicer or the Trustee for Workout Delayed Reimbursement Amounts with respect to the
360 Rosemary Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances)
of the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) expected to be
outstanding immediately following that Distribution Date, is less than (B) the then aggregate Certificate Balance of the 360 Rosemary
Loan-Specific Principal Balance Certificates after giving effect to distributions of principal on that Distribution Date; and


(iv)      with
respect to the 111 River Street Loan-Specific Certificates and the Corresponding 111 River Street Regular Interests for such Certificates,
the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation only, the Stated




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Principal Balance will not be reduced
by the amount of principal payments received on the 111 River Street Trust Subordinate Companion Loan that were used to reimburse the
Master Servicer, the Special Servicer or the Trustee for Workout Delayed Reimbursement Amounts with respect to the 111 River Street Trust
Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the 111 River Street
Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) expected to be outstanding immediately
following that Distribution Date, is less than (B) the then aggregate Certificate Balance of the 111 River Street Loan-Specific Certificates
after giving effect to distributions of principal on that Distribution Date.


The allocation of Realized
Losses may be reversed as provided in Section 4.01(g) of this Agreement.


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in
which that Distribution Date occurs.


“Registered Rating
Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website;
or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s
Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant
to Section 12.13(h) of this Agreement.


“Regular Certificates”:
The Non-Uncertificated VRR Retained Pooled Regular Certificates, the Loan-Specific Certificates and, to the extent they represent a portion
of the Class VRR Upper-Tier Regular Interest, the Class VRR Certificates, collectively.


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


“Regulation RR”:
The final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12 C.F.R. § 43.1, et
seq.), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et seq.) and the Board of Governors of
the Federal Reserve System (appearing at 12 C.F.R. § 244.1, et seq.), in each case as applicable to any particular matter
arising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766)
to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the
staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time
to time.




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“Regulation RR Other
PSA”: As defined in Section 3.28(e) of this Agreement.


“Regulation S”:
Regulation S under the Act.


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


“Regulation S-K”:
Regulation S-K under the Act.


“Regulatory Agencies”:
The Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation;
the Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.


“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant
Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related
Other Pooling and Servicing Agreement.


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


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R
Certificates) or an assignment of the voting rights thereof, together with the Uncertificated Interest Owners; provided, however,
that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class D and Class E Certificates and the Notional Amounts of the Class X-A,
Class X-B and Class X-D Certificates have been reduced to zero.


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Code Section 860D.


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings promulgated thereunder, as the foregoing may be in effect from time to time.




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“Rents from Real
Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d), which income,
subject to the terms and conditions of that Section of the Code in its present form, does not include:


(1)       except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property
(unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);


(2)       any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a
ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


(3)       any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;


(4)       any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a
similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


(5)       rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in
connection with, the lease.




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“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each REO Property relating to a Mortgage Loan
(other than any Outside Serviced Mortgage Loan) or any Serviced Loan Combination (other than the 360 Rosemary Loan Combination and the
111 River Street Loan Combination), CWCapital Asset Management LLC, as the Special Servicer pursuant to Section 3.16 of this
Agreement on behalf of the Trustee in trust for the Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion
Loan Holders, which (subject to any change in the identities of such Special Servicer and/or the Trustee) shall be entitled “CWCapital
Asset Management LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-C1, the Uncertificated Interest Owners
and the Companion Loan Holders, as their interests may appear--REO Account”; (b) with respect to any REO Property relating to the
360 Rosemary Loan Combination, Situs Holdings, LLC, as the Special Servicer, pursuant to Section 3.16, which (subject to any change
in the identities of such Special Servicer and/or the Trustee) shall be entitled “Situs Holdings, LLC, as Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2022-C1, the Uncertificated Interest Owners and the related Companion Loan Holders, as their
interests may appear--REO Account”; and (c) with respect to any REO Property relating to the 111 River Street Loan Combination,
KeyBank National Association, as the Special Servicer, pursuant to Section 3.16, which (subject to any change in the identities
of such Special Servicer and/or the Trustee) shall be entitled “KeyBank National Association, as Special Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2022-C1, the Uncertificated Interest Owners and the Companion Loan Holder, as their interests
may appear--REO Account”. Any such account or accounts shall be an Eligible Account.


“REO Companion Loan”:
Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan , REO Trust Loan or REO Loan Combination, as the context may require.


“REO Loan Combination”:
Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


“REO Mortgage Loan”:
Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of the Trust’s
beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Outside Serviced
Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such beneficial interest will not be
serviced by the Special Servicer under this Agreement).


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO Mortgage
Loan and REO




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Companion Loan, all revenues received by the
Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds.
In the case of an Outside Serviced Mortgage Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO
Proceeds” under this Agreement shall be limited to any proceeds of the type described above in this definition that are received
by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement.


“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder through
foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside Serviced
Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement on behalf of
the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related Companion Loan Holder(s)
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection
with a default or imminent default of such Outside Serviced Mortgage Loan.


“REO Trust Loan”:
Any REO Mortgage Loan or any successor REO Companion Loan with respect to a Trust Subordinate Companion Loan.


“Reportable Event”:
As defined in Section 10.07 of this Agreement.


“Reporting Servicer”:
As defined in Section 10.09(a) of this Agreement.


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


“Repurchase Communication”:
For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written, which
need not be in any specific form.


“Repurchase Request”:
A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand for
repurchase or replacement of any Trust Loan alleging a Document Defect or Breach with respect to such Trust Loan.


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


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


“Request for Release”:
A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


“Requesting Certificateholder”:
(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner of a Pooled Certificate
(other than a holder of the Class VRR Certificates) that, in each case, is exercising its rights under Section 2.03(g) of
this Agreement to refer a matter involving a Repurchase Request with respect to a Mortgage Loan




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to either mediation or arbitration; provided
that a Holder of a Class VRR Certificate may not be a Requesting Certificateholder.


“Requesting Holders”:
As defined in Section 3.10(a) of this Agreement.


“Requesting Party”:
As defined in Section 3.30(a) of this Agreement.


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


“Resolution Failure”:
As defined in Section 2.03(f) of this Agreement.


“Resolved”:
With respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan or
Trust Subordinate Companion Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) if the affected
Trust Loan is a Mortgage Loan, 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 or Trust Subordinate Companion Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with
this Agreement.


“Responsible Officer”:
When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the Trustee
is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the
Corporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject
and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for
the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred
by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject. When used with
respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.


“Restricted Group”:
Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special Servicer;
any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of the total unamortized
principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates of any of the aforementioned
Persons.


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


“Restricted Period”:
As defined in Section 5.02(c)(i) of this Agreement.




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“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


“Retained Defeasance
Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the
Holder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in such Risk Retention Certificates.


“Retaining Party”:
Each of BMO as holder of the VRR1 Interest, Sabal as holder of the VRR2 Interest, and any successor holder of all or part of the VRR1
Interest or the VRR2 Interest; the 360 Rosemary Retaining Third Party Purchaser as holder of the Class 360RR Certificates and any successor
holder of all or part of the Class 360RR Certificates; and BMO as holder of the 111RR Interest and any successor holder of all or part
of the 111RR Interest.


“Retaining Sponsor”:
Sabal, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


“Review Materials”:
As defined in Section 11.01(b)(i).


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies
of all relevant documentation.


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


“Risk Retention
Certificate”: Any of the Class 360RR Certificates.


“Risk Retention
Consultation Party”: Each of (i) the party selected by BMO, and (ii) the party selected by Sabal. The Certificate Administrator
shall promptly provide the name and contact information for the initial Risk Retention Consultation Parties upon request of any party
to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Certificate
Administrator. The other parties hereto shall be entitled to assume, without independent investigation or verification, that the identity
of any Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity of and contact
information for) a replacement of such Risk Retention Consultation Party from BMO (in the case of the VRR1 Risk Retention Consultation
Party), or Sabal (in the case of the VRR2 Risk Retention Consultation Party). Notwithstanding the foregoing, no Risk Retention Consultation
Party shall have any consultation rights with respect to any Excluded RRCP Mortgage Loan with respect thereto. The initial VRR1 Risk Retention
Consultation Party shall be BMO and the initial VRR2 Risk Retention Consultation Party shall be Sabal.




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“RR Interest”:
The Sabal VRR Interest Portion, the Uncertificated VRR Interest, the 111RR Interest and the 360RR Interest, collectively.


“RR Interest Transfer
Restriction Period”: With respect to: (a) the Uncertificated VRR Interest, the VRR Interest Transfer Restriction Period; (b)
the 111RR Interest, the 111RR Interest Transfer Restriction Period; and (c) the 360RR Interest, the 360RR Interest Transfer Restriction
Period.


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


“Rule 15Ga-1
Notice”: As defined in Section 2.03(a) of this Agreement.


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(a) of this Agreement.


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), under the “NRSRO” tab for the related transaction.


“Sabal”:
SSOF SCRE AIV, L.P, a Delaware limited partnership, and its successors in interest.


“Sabal Guarantor”:
Sabal Strategic Opportunities Fund, L.P., and its successors in interest.


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


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


“Sabal VRR Interest
Portion”: As defined in the Preliminary Statement.


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors in interest. If neither S&P
nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical
rating agency or




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other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined
by the Depositor) of the party so designated.


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


“Sarbanes-Oxley
Certification”: As defined in Section 10.05(a)(iv) of this Agreement.


“Schedule AL Additional
File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant to Section 4.02(b),
any data file containing additional information or schedules regarding data points in such CREFC® Schedule AL File required
by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


“Scheduled Principal
Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions of:


(A)      all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans) due or
deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to Pooled Certificateholders or the Uncertificated VRR Interest Owner on a preceding Distribution Date, prior to the related Collection
Period, in each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced
Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date)
or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution
Date); and


(B)       all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related Collection
Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding
the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for the subject Distribution Date
and not previously received or advanced and distributable to Pooled Certificateholders or the Uncertificated VRR Interest Owner on a preceding
Distribution Date.


For purposes of clarification, the Scheduled
Principal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors with respect to the
Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods or by the times described
above in this definition, except to the extent those late payments are otherwise applied to reimburse the Master Servicer or the Trustee,
as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section 3.06A(a).


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




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


“Serviced AB Loan
Combination”: A Serviced Loan Combination that includes a Subordinate Companion Loan. Each of the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination is a Serviced AB Loan Combination relating to the Trust.


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift Mortgage Loan and
the related Servicing Shift Loan Combination, each related Companion Loan will no longer be a Serviced Companion Loan on and after the
related Servicing Shift Date.


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


“Serviced Companion
Loan Holder Register”: As defined in Section 3.28(g).


“Serviced Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of
an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


“Serviced Loan Combination”:
A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations related to the Trust as of the
Closing Date are the Loan Combinations as to which “Serviced” is set forth in the Loan Combination Table under the column
heading “Servicing Type,” together with any Servicing Shift Loan Combinations. A Servicing Shift Loan Combination will no
longer be a Serviced Loan Combination on and after the related Servicing Shift Date.


“Serviced Loan Combination
Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable “remittance date”
(or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date” (or analogous
concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is not included in an Other Securitization
Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included in an Other Securitization Trust, the Business
Day immediately following the “determination date” (or analogous concept) set forth in the related Other Pooling and Servicing
Agreement.


“Serviced Mortgage
Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


“Serviced Outside
Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling note” (regardless
of whether such note evidences a




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Pari Passu Companion Loan or a Subordinate
Companion Loan) is not an asset of the Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination
prior to the related Servicing Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination
from and after the related Servicing Shift Date. Each Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination and the
111 River Street Loan Combination) will be a Serviced Outside Controlled Loan Combination for so long as a related Subordinate Companion
Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion Loan is the
“directing holder” (or analogous concept), under the related Co-Lender Agreement. As of the Closing Date, the only Serviced
Outside Controlled Loan Combinations are any Servicing Shift Loan Combinations and the 360 Rosemary Loan Combination.


“Serviced Outside
Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Mortgage Loan
included in the Trust, which is evidenced by one or more non-controlling promissory notes made by the related Mortgagor. Each Servicing
Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each Servicing Shift
Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing Shift Date. The Mortgage
Loan included in a Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination and the 111 River Street Loan Combination)
will be a Serviced Outside Controlled Mortgage Loan for so long as a related Subordinate Companion Loan is evidenced by the “control
note” (or analogous concept), or the holder of a related Subordinate Companion Loan is the “directing holder” (or analogous
concept), under the related Co-Lender Agreement.


“Serviced Pari Passu
Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift
Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will cease to be a Serviced Pari
Passu Companion Loan on and after the related Servicing Shift Date.


“Serviced Pari Passu
Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


“Serviced Pari Passu
Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift Loan Combination
will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. Each of the 111 River Street Trust
Subordinate Companion Loan and the 360 Rosemary Trust Subordinate Companion Loan is a Serviced Subordinate Companion Loan.


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan (other than a Trust Subordinate Companion Loan held
by the Trust).


“Serviced Trust
Loan”: Any Serviced Mortgage Loan or Trust Subordinate Companion Loan.


“Servicer”:
As defined in Section 10.02(b) of this Agreement.




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


“Servicer Termination
Event”: As defined in Section 7.01 of this Agreement.


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


“Servicing Fee”:
With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage
Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan)
and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution Date, the amount accrued
during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution Date, the Cut-Off
Date Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan,
Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of business on the Distribution Date in the related
Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Loan Combination is computed
and shall be prorated for partial periods; and provided, further, that, notwithstanding Section 3.05, Section 3.06
or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC or, in the case
of a Trust Subordinate Companion Loan, the applicable Loan-Specific REMIC and (2) the portion thereof payable with respect to each
Outside Serviced Mortgage Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside Servicing
Agreement, shall not be payable to the Master Servicer, shall previously have been deducted by the applicable Outside Servicer prior to
remittance to the Trust and shall not be withdrawn from the Collection Account.


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect thereto),
the per annum rate equal to the sum of the rates set forth under the columns labeled “Master Servicing Fee Rate”, “Primary
Servicing Fee Rate” and “Subservicer Fee” on the Mortgage Loan Schedule; with respect to each Companion Loan secured
by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as IPCC National Storage Portfolio XVI (or any successor
REO Companion Loan with respect thereto), 0.00125% per annum; with respect to each Companion Loan secured by the Mortgaged Property identified
on the Mortgage Loan Schedule as IPCC National Storage Portfolio XV (or any successor REO Companion Loan with respect thereto), 0.00125%
per annum (but only for so long as it is a Serviced Companion Loan, and thereafter 0% per annum); with respect to each Companion Loan
(other than the 360 Rosemary Trust Subordinate Companion Loan) secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as 360 Rosemary (or any successor REO Companion Loan with respect thereto), 0.00125% per annum; with respect to the 360 Rosemary Trust
Subordinate Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum; with respect to each Companion
Loan (other than the 111 River Street Trust Subordinate Companion Loan) secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as 111 River Street (or any successor REO Companion Loan with respect thereto), 0.00125% per annum; with respect to the 111 River
Street Trust Subordinate Companion Loan, 0.0025%; with respect to each




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Companion Loan secured by the portfolio of
Mortgaged Properties identified on the Mortgage Loan Schedule as NYC MFRT Portfolio (or any successor REO Companion Loan with respect
thereto), 0.00125% per annum; and with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as 2 Riverfront Plaza (or any successor REO Companion Loan with respect thereto), 0.00125% per annum (but only for so long as
it is a Serviced Companion Loan, and thereafter 0% per annum).


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required to
be part of the related Mortgage File) related to the origination or the servicing of a Trust Loan that are in the possession of or
under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports, engineering
reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer or the Special
Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft documents, privileged
or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda,
communications or evaluations shall be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary
contained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing File shall consist solely of any related documents
or records generated by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer
or Outside Special Servicer.


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the Servicing
Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance calculated
in accordance with the provisions of Regulation AB.


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


“Servicing Shift
Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion Loan evidenced
by the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on which the pooling and servicing
agreement or other comparable agreement governing the creation of such Outside Securitization Trust becomes the Outside Servicing Agreement
for such Servicing Shift Loan Combination.


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which shall cause
the servicing of such




    	 	- 150 -	 



    	 	 



    

Servicing Shift Loan Combination to shift to
the applicable pooling and servicing agreement or other comparable agreement governing that securitization. With respect to any Servicing
Shift Loan Combination, the related Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination
Table.


“Servicing Shift
Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the inclusion of
a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift to the pooling and servicing
agreement or other comparable agreement governing the securitization of such related Companion Loan (whether by itself or with other mortgage
assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination prior to the related Servicing Shift Date servicing
and (ii) an Outside Serviced Loan Combination on and after the related Servicing Shift Date. The only Servicing Shift Loan Combinations
related to the Trust as of the Closing Date are the Loan Combinations as to which “Servicing Shift” is set forth in the Loan
Combination Table under the column heading “Servicing Type.” The only Servicing Shift Loan Combinations related to the Trust
as of the Closing Date are the Loan Combinations as to which “Servicing Shift” is set forth in the Loan Combination Table
under the column heading “Servicing Type.”


“Servicing Shift
Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination.


“Servicing Shift
Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Loan Combination,
on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable agreement governing the
creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift
Lead Note.


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties that
such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee (as the trustee for the Certificateholders
and the Uncertificated Interest Owners or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders, the Uncertificated
Interest Owners and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Uncertificated
Interest Owners or, with respect to each Serviced Loan Combination, such Certificateholders, the Uncertificated Interest Owners and the
related Serviced Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of any related Subordinate Companion Loan(s))), in accordance with the terms of this Agreement and in accordance
with the following: (i) the higher of the following standards of care: (A) with the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar
borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary and usual standards
of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties); and (B) with
the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may




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be; and in either case, exercising reasonable
business judgment and acting in accordance with applicable law, the terms of the respective Serviced Loans and, if applicable, the related
Co-Lender Agreement; (ii) with a view to: the timely recovery of all payments of principal and interest, including Balloon Payments,
under the Serviced Loans or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination
as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination
to the Certificateholders and the Uncertificated Interest Owners (as a collective whole as if such Certificateholders and the Uncertificated
Interest Owners constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery
on the related Serviced Loan Combination to the Certificateholders, Uncertificated Interest Owners and the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related
Subordinate Companion Loan(s)))) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting
of anticipated collections that will be distributable to the Certificateholders and the Uncertificated Interest Owners (or, in the case
of any Serviced Loan Combination, to the Certificateholders, the Uncertificated Interest Owners and the related Companion Loan Holder)
to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship, including as lender on any other
debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, may have with any of the related
Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of any Certificate (or any Companion
Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master Servicer
or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the obligation of the Master Servicer to make Advances;
(D) the right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation
or reimbursement of costs hereunder generally or with respect to any particular transaction; and (E) the ownership, servicing or
management for others of any other mortgage loan or real property not subject to this Agreement by the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside
Serviced Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express
duties or rights to grant consent with respect thereto pursuant to this Agreement.


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any of the events described
in clauses (a) through (g) of the definition of “Specially Serviced Loan”, subject to the terms of such definition.


“Significant Obligor”:
Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)
with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other Depositor has notified the
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as to such
Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar
year) and each Significant




    	 	- 152 -	 



    	 	 



    

Obligor, the date that is fifteen (15) days
after the Relevant Distribution Date occurring on or immediately following the date by which the related Mortgagor is required to deliver
quarterly financial statements to the lender under the related Loan Agreement in connection with such calendar quarter (which date is
set forth in Section 10.11(a) for any Significant Obligor with respect to the Trust).


“Significant Obligor
NOI Yearly Filing Deadline”: With respect to each calendar year and each Significant Obligor, the date that is the 90th day
after the end of such calendar year.


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


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, and its successors in interest.


“SMC AMF Portfolio
Note”: With respect to the AMF Portfolio Mortgage Loan, that certain promissory note A-5-1 in the original aggregate principal
amount of $16,000,000, made by the related Mortgagor in favor of SMC, as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified.


“SMC Co-sponsored
Mortgage Loan”: The AMF Portfolio Mortgage Loan.


“SMC Co-sponsored
Notes”: The SMC AMF Portfolio Note, as applicable, as the context requires.


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


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


“Special Notice”:
As defined in Section 5.07(b).


“Special Servicer”:
With respect to (a) each Serviced Loan (other than the 360 Rosemary Loan Combination and the 111 River Street Loan Combination),
CWCapital Asset Management LLC, a Delaware limited liability company, or its successor in interest, or any successor Special Servicer
appointed as provided herein, (b) the 360 Rosemary Loan Combination, Situs Holdings, LLC, a Delaware corporation, or its successor
in interest, or any successor Special Servicer appointed as provided herein and (c) the 111 River Street Loan Combination, Keybank
National Association, a national banking association, or its successor in interest, or any successor Special Servicer appointed as provided
herein, which successor Special Servicer shall, in the case of each of clauses (a), (b) and (c) of this definition, with respect to any
related Excluded Special Servicer Mortgage Loan, include the related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j)
of this Agreement, in each case as applicable and as the context may require. All references in this Agreement to the “Special Servicer”
mean, (x) with respect to each Serviced Loan or Serviced Loan Combination, the applicable Special Servicer that acts as the special servicer
for such Serviced Loan or Serviced Loan Combination, as applicable and (y) only




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each applicable Special Servicer with respect
to the representations, warranties and covenants of the Special Servicers in Section 2.08.


“Special Servicer
Decision”: With respect to any Serviced Loan or Serviced Loan Combination, any of the following (to the extent it is not a Major
Decision):


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar
agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any ground lease,
and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable square footage at
the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


(b)       approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


(c)       approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents) that provide
for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments
to Persons or entities actually known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


(d)       approving
rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments
with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to such rights of way and
easements;


(e)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding
non-monetary events of default other than defaults relating to transfers of interest in the related Mortgagor or the existing collateral
or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related
Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States would be permitted
or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related Loan Documents do not otherwise
permit such Principal Prepayment;


(f)         in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents have been
satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur additional debt
in accordance with the terms of the related Loan Documents;


(g)       in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related Loan Documents
(including




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determining whether any applicable terms
or tests are satisfied), approving requests for any release of collateral or any acceptance of substitute or additional collateral for
a Mortgage Loan; provided that, in any case, Special Servicer Decisions will not include (i) grants of easements or rights of way that
do not materially affect the use or value of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect
to the Mortgage Loan; or (ii) the release, substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan
Combination in connection with a defeasance of such collateral;


(h)       any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which will not include
any amendments to split or re-size notes consistent with the terms of any Co-Lender Agreement as to which the consent of the holder of
the related Mortgage Loan is not required) related to a Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce
rights with respect thereto, except that, if any such modification or amendment would adversely impact the Master Servicer, such modification
or amendment will additionally require the consent of the Master Servicer as a condition to its effectiveness;


(i)          any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the related Mortgagor;


(j)          any
approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified in the
related Loan Documents and there is no lender discretion provided for in the related Loan Documents, including determining whether any
conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are immaterial and there is
no lender discretion provided for in the related Loan Documents, including determining whether any conditions precedent have been satisfied),
and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of
the Mortgaged Property;


(k)       fundings
or disbursements of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
holdbacks, escrows or reserves that (i) exceed, in the aggregate, 10% of the initial principal balance of the related Serviced Loan, regardless
of whether such funding or disbursement may be characterized as routine or customary in nature, which holdbacks, escrows and reserves
are identified on Exhibit GG, or (ii) regardless of the aggregate percentage of the initial principal balance of the related Serviced
Loan represented by such holdbacks, escrows or reserves, that are not routine or customary in nature; and


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




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


“Special Servicing
Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall
be due to the Special Servicer.


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Special Servicing
Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on the Distribution Date
in such Interest Accrual Period; provided that (a) such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Specially Serviced Loan is computed and shall
be prorated for partial periods and (b) such fee shall be payable monthly (i) in the case of a Serviced Loan Combination, from collections
on such Serviced Loan Combination; and (ii) in the case of a Mortgage Loan (including a Mortgage Loan that is part of a Serviced Loan
Combination, if the fee remains unpaid as described in the immediately preceding clause (i)), from general collections on all the
Mortgage Loans and any REO Properties. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier
REMIC, the 360 Rosemary REMIC or the 111 River Street REMIC, as applicable.


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan (or related Serviced Loan Combination, if applicable) or REO Property
(other than an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum or (b) if
the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 in any given month (as prorated for
a partial period), then the Special Servicing Fee Rate for such month for such Specially Serviced Loan (or related Serviced Loan Combination,
if applicable) or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such
month (as prorated for a partial period) with respect to such Specially Serviced Loan (or related Serviced Loan Combination, if applicable)
or REO Property.


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following events
has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under the related Co-Lender
Agreement.):


(a)       the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without regard
to any grace period):


(i)       except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject payment
was due, or




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(ii)      solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described in
clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each of whom shall
promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before the date on which that Balloon
Payment was due, a refinancing commitment, letter of intent or otherwise binding application or other similar binding document for refinancing
from an acceptable lender or signed purchase agreement related to the sale of the related Mortgaged Property reasonably acceptable to
the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments on each Due Date, and (3) no other Servicing Transfer
Event has occurred with respect to the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier of (x) 120 days
after the date on which the Balloon Payment was due and (y) the termination of the refinancing commitment, letter of intent or otherwise
binding application or similar binding document or the purchase agreement; or


(b)       there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that (i)
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)
determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely
affects the interests of Certificateholders and the Uncertificated Interest Owners in the Serviced Mortgage Loan (or, in the case of a
Serviced Loan Combination, the interests of the Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion
Loan Holder(s) in such Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms
of the Serviced Loan (or, if no grace period is specified and the default is capable of being cured, for 60 days); provided,
that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders
and the Uncertificated Interest Owners in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests
of the Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s) in such Serviced Loan
Combination); or


(c)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered into against the related Mortgagor; or


(d)       the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt, marshaling
of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its
property; or


(e)       the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency




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or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its obligations; or


(f)         the
Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect
to the related Mortgaged Property; or


(g)       the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing Holder)
determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such
default would materially impair the value of the corresponding Mortgaged Property as security for such Serviced Loan or otherwise materially
adversely affects the interests of Certificateholders and the Uncertificated Interest Owners in the Serviced Mortgage Loan (or, in the
case of a Serviced Loan Combination, the interests of the Certificateholders, the Uncertificated Interest Owners or the related Serviced
Companion Loan Holder(s) in such Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable
cure period under the terms of such Serviced Loan or, if no cure period is specified and the default is capable of being cured, for 60 days;


provided, however, that a Serviced
Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan or any related
REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that would cause the
subject Serviced Mortgage Loan or any related Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan, when:


(w)        with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full and
timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed
to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


(x)        with
respect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist in
the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in
clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;


(y)        with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and


(z)        with
respect to the circumstances described in clause (f) of this definition, such proceedings are terminated.


Notwithstanding the foregoing,
for purposes of clauses (a) (but solely with respect to delinquent Monthly Payments), (b), (e) and (g) of this definition, neither (i)
a Payment




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Accommodation with respect to any Serviced
Loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation shall constitute a Servicing Transfer
Event or cause such Serviced Loan to be characterized as a Specially Serviced Loan, for so long as the related Mortgagor is complying
with the terms of such Payment Accommodation. For the avoidance of doubt, in the event a borrower fails to comply with the terms of a
Payment Accommodation (as determined by the Special Servicer in accordance with the Servicing Standard), a determination as to whether
any applicable event specified in the preceding sentence constitutes a Servicing Transfer Event or causes such Serviced Loan to be characterized
as a Specially Serviced Loan shall be made as though the Payment Accommodation never occurred; provided, however, if, pursuant
to this sentence, a Servicing Transfer Event is determined to occur prior to the date of such borrower’s failure to comply with
the terms of the related Payment Accommodation, then such Servicing Transfer Event will be deemed to occur on the date of such borrower’s
failure to comply. The Special Servicer may conclusively rely on the Master Servicer’s determination and the Master Servicer may
conclusively rely on the Special Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a
Serviced Loan’s becoming a Specially Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes
a Specially Serviced Loan, then the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced Companion
Loan that is included in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is
part of such Serviced Loan Combination shall also become a Specially Serviced Loan.


“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


“Split Mortgage
Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust as of
the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the Loan Combination
Table under the column heading “Loan No. for related Mortgage Loan.”


“Sponsor”:
Each of Sabal, BMO, SMC, KeyBank and GACC and their respective successors in interest.


“Startup Day”:
The day designated as such pursuant to Section 2.12(c) of this Agreement.


“Stated Principal
Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Trust Loan), as of any date
of determination, an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or,
in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (as of the date of substitution)
after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not
received), minus (b) the sum of (i) any and all amounts (without duplication) attributable to such Mortgage Loan or Trust Subordinate
Companion Loan that are part of the Scheduled Principal Distribution Amount, the Unscheduled Principal Distribution Amount, the 360 Rosemary
Scheduled Principal Distribution Amount, the 360 Rosemary Unscheduled Principal Distribution Amount, the 111 River Street Scheduled Principal
Distribution Amount and/or the 111 River Street




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Unscheduled Principal Distribution Amount,
as applicable, for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment
to the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as a result of a reduction of principal by a bankruptcy
court or as a result of a modification reducing the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as of
the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal
Balance of a Mortgage Loan or Trust Subordinate Companion Loan with respect to which title to the related Mortgaged Property has been
acquired on behalf of the Trust Fund and, if such Trust Loan is part of a Loan Combination, the related Companion Loan Holder(s), is equal
to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any and all amounts attributable
to the related REO Trust Loan that are part of the Unscheduled Principal Distribution Amount, 360 Rosemary Unscheduled Principal Distribution
Amount or 111 River Street Unscheduled Principal Distribution Amount, as applicable, and the principal portion of any P&I Advances
with respect to such REO Trust Loan for each and every Distribution Date coinciding with or preceding such date of determination but after
the date on which such title is acquired. With respect to any Serviced Companion Loan (other than the 360 Rosemary Trust Subordinate Companion
Loan and the 111 River Street Trust Subordinate Companion Loan) (including any successor REO Companion Loan with respect to such Serviced
Companion Loan), as of any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced
Companion Loan as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder on or prior
to the most recent Distribution Date coinciding with or preceding such date of determination that are allocable to principal of such Serviced
Companion Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction of principal
by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination
Date for the most recent Distribution Date coinciding with or preceding such date of determination. Notwithstanding the foregoing, the
Stated Principal Balance of a Mortgage Loan, Trust Subordinate Companion Loan or other Serviced Companion Loan that has been paid in full
or a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of an
Outside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination) shall be zero
from and after the Distribution Date related to the Collection Period in which such payment or determination is made. The Stated Principal
Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination, shall equal the sum of the
then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s)
(including any related REO Companion Loan(s)).


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing” is
commonly understood by participants in the mortgage-backed securities market) of Trust Loans but performs one or more discrete functions
of the Servicing Criteria with respect to Trust Loans under the direction or authority of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


“Subordinate Companion
Loan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender Agreement,
is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans




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related to the Trust as of the Closing Date
are evidenced by the Notes identified in the Loan Combination Table under the column heading “Subordinate Companion Loan(s),”
each of which Notes evidences a separate Subordinate Companion Loan.


“Subordinate Companion
Loan Holder”: The holder of a Subordinate Companion Loan (other than a Trust Subordinate Companion Loan).


“Subordinate YM
Certificates”: As defined in Section 4.01(d) of this Agreement.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same
time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall be determined as
provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loans.


“Sub-Servicer”:
Any Person that Services Trust Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the Servicing functions
required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to
some or all of the Trust Loans. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will
be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it is permitted
to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer
relating to servicing and administration of Trust Loans as provided in Section 3.01(c) of this Agreement.


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


“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate
Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J
of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
and/or the Uncertificated Interest Owners or filed with the IRS or any other governmental taxing authority under any applicable provisions
of federal, state or local tax laws.


“Temporary Regulation S
Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.




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“Terminated Party”:
As defined in Section 7.01(c) of this Agreement.


“Termination Date”:
The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


“Termination Purchase
Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding the
amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of any successor
REO Mortgage Loans with respect thereto) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each
REO Property, if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this
clause (B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


“Test”:
As defined in Section 11.01(b)(iv).


“Third Party Reports”:
With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report,
seismic report or property condition report, if any.


“Threshold Event
Collateral”: As defined in Section 3.28(f).


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii) of this Agreement.


“Transferor Letter”:
As defined in Section 5.03(p)(ii) of this Agreement.


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


“Trust”:
The trust created by this Agreement. The Trust shall be named “BMO 2022-C1 Mortgage Trust”.


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and Trust Subordinate
Companion Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and Trust Subordinate Companion Loans due after the Cut-Off
Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating
to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received
in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s
interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans and Trust Subordinate Companion Loans required to be maintained pursuant to this Agreement and any
proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements;




    	 	- 162 -	 



    	 	 



    

(vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant
to Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and
the 111 River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River
Street Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


“Trust Loan”:
Any Mortgage Loan (including any successor REO Mortgage Loan) or Trust Subordinate Companion Loan (including any successor REO Companion
Loan) held in the Trust Fund.


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


“Trust REMIC”:
Each of the 360 Rosemary REMIC, the 111 River Street REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC.


“Trust Subordinate
Companion Loan”: Each of 360 Rosemary Trust Subordinate Companion Loan and the 111 River Street Trust Subordinate Companion
Loan.


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest, or any
successor trustee appointed as herein provided.


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


“Trustee/Certificate
Administrator Fee”: With respect to each Trust Loan and for any Distribution Date, an amount accrued during the related Interest
Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date
Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Trust Loan as of
the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related
Trust Loan is computed and shall be prorated for partial periods. For




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the avoidance of doubt, the Trustee/Certificate
Administrator Fee shall be payable from the Lower-Tier REMIC or, in the case of a Trust Subordinate Companion Loan, the applicable
Loan-Specific REMIC.


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan, a rate equal to 0.00709% per
annum.


“Uncertificated
111RR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant to Section
4.01(n), 4.01(d), 4.01(j) a pro rata portion (based on the 111-VRR Percentage) of any 111 River Street Available Funds and any Appraisal
Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls allocated to or collected in respect of the River Street
Trust Subordinate Companion Loan. For the avoidance of doubt, the parties hereto agree not to treat the Uncertificated 111RR Interest
as a security under applicable law. F or tax reporting purposes, the Uncertificated 111RR Interest will accrue interest at Net Mortgage
Pass-Through Rate on the 111 River Street Trust Subordinate Companion Loan.


“Uncertificated
111RR Interest Balance”: With respect to the Uncertificated 111RR Interest, (a) as of any date of determination on or prior
to the first Distribution Date, an amount equal to the initial Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount
equal to the Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest on the Distribution Date immediately prior to
such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto
on such prior Distribution Date, and after any increases to the Uncertificated 111RR Interest Balance on such prior Distribution Date
(as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously
reimbursed out of collections of principal on the 111 River Street Subordinate Trust Companion Loan.


“Uncertificated
111RR Interest Owner”: Any Person in whose name the Uncertificated 111RR Interest is registered on the Certificate Register
or other registry of ownership maintained by the Certificate Administrator.


“Uncertificated
Interest Balance”: (a) With respect to the Uncertificated VRR Interest, the Uncertificated VRR Interest Balance; and (b) With
respect to the Uncertificated 111RR Interest, the Uncertificated 111RR Interest Balance.


“Uncertificated
Interest Owner”: The Uncertificated 111RR Interest Owner or the Uncertificated VRR Interest, as the context may require.


“Uncertificated
Interests”: The Uncertificated VRR Interest and the Uncertificated 111RR Interest, collectively.


“Uncertificated
VRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant to Section
4.01(c) a pro rata portion (based on the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest
relative to the sum of the Certificate Balance of the Class VRR Certificates and the Combined




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Uncertificated VRR Interest Balance) of any
Combined Uncertificated VRR Available Funds and any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls,
and Excess Interest allocated to the Combined Uncertificated VRR Interest. The Combined Uncertificated VRR Interest evidences beneficial
ownership of a portion of the Class VRR Specific Grantor Trust Assets. For the avoidance of doubt, the parties hereto agree not to treat
the Combined Uncertificated VRR Interest as a security under applicable law. For tax reporting purposes, the Combined Uncertificated VRR
Interest will accrue interest at the WAC Rate in effect from time to time. The Uncertificated VRR Interest represents undivided beneficial
interests in the VRR Specific Grantor Trust Assets


“Uncertificated
VRR Interest Balance”: With respect to the Uncertificated VRR Interest, (a) as of any date of determination on or prior to the
first Distribution Date, an amount equal to the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as specified
in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount equal to the
Uncertificated VRR Interest Balance of the Uncertificated VRR Interest on the Distribution Date immediately prior to such date of determination,
after any actual distributions of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date,
and after any increases to the Uncertificated VRR Interest Balance on such prior Distribution Date (as and to the extent provided in Section
4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal
on the Mortgage Loans.


“Uncertificated
VRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register or other
registry of ownership maintained by the Certificate Administrator.


“Underwriter Exemption”:
Collectively, (a) Prohibited Transaction Exemption 2006-07, 71 Federal Register 32134 (June 2, 2006), granted to a predecessor of BMO
Capital Markets Corp., (b) Prohibited Transaction Exemption PTE 2000-33, 65 Fed. Reg. 37171 (June 13, 2000), granted to KeyBanc Capital
Markets Inc. (formerly known as McDonald Investments Inc.), and (c) prohibited transaction exemption granted to Deutsche Bank Securities
Inc., Department Final Authorization Number 97 03E (December 9, 1996), each as amended by PTE 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013).


“Underwriters”:
BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc., Bancroft Capital, LLC and Drexel Hamilton, LLC.


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) (B)
and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor or otherwise from
collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal Prepayments
received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage Loans,




    	 	- 165 -	 



    	 	 



    

all Principal Prepayments received during the
period that renders them includable in the Aggregate Pooled Available Funds for such Distribution Date); and (b) any other collections
(exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent allocable to the related Mortgage Loan, on any
REO Properties during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan or any interest in REO Property
acquired with respect thereto, all such proceeds received during the period that renders them includable in the Aggregate Pooled Available
Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds, net income,
rents, and REO Proceeds or otherwise, that were identified and applied by the Master Servicer (and/or, in the case of an Outside Serviced
Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.


“Unsolicited Information”:
As defined in Section 11.01(b)(iii).


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the 360 Rosemary Regular
Interests and the 111 River Street Regular Interests and amounts held from time to time in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate sub-account
within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and the Uncertificated Interest Owners, Upper-Tier REMIC Distribution Account” and which must be an Eligible
Account. The Upper-Tier REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.


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


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations) or
other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate
whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to
control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence
as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


“Combined Uncertificated
VRR Allocation Percentage”: A percentage equal to the Uncertificated VRR Retained Percentage divided by the Non-Uncertificated
VRR Retained Percentage.




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“Uncertificated
VRR Retained Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Combined Uncertificated
VRR Interest Balance of the Combined Uncertificated VRR Interest, and the denominator of which is the sum of (x) the aggregate initial
Certificate Balance of all Classes of Pooled Principal Balance Certificates and (y) the initial Uncertificated VRR Interest Balance of
the Combined Uncertificated VRR Interest.


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Certificateholders as follows:
(a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates, allocated pro rata based
upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional Amount of at least one Class
of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of Principal Balance Certificates, a percentage
equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates have been reduced to zero, 100%)
and a fraction, the numerator of which is equal to the Certificate Balance of such Class of Principal Balance Certificates as of the date
of determination, and the denominator of which is equal to the aggregate of the Certificate Balances of all Classes of the Principal Balance
Certificates, in each case as of the date of determination (provided that, if, but only if, expressly so provided herein in any
circumstance, the allocation or exercise of Voting Rights for any particular purpose shall take into account the allocation of Appraisal
Reduction Amounts to notionally reduce Certificate Balances). The Voting Rights of any Class of Certificates shall be allocated among
Holders of Certificates of such Class in proportion to their respective Percentage Interests. The Class S and Class R Certificates and
the Uncertificated Interests shall not be entitled to any Voting Rights.


“VRR Interest”:
All of the Class VRR Certificates collectively. The VRR Interest represents undivided beneficial interests in a portion of the VRR
Specific Grantor Trust Assets.


“VRR Interest Distribution
Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders
of the Non-Uncertificated VRR Retained Pooled Regular Certificates pursuant to Sections 4.01(b)(i), (iv), (vii),
(x), (xiii), (xvi), (xix), (xxii), (xxv) and (xxviii) on such Distribution Date.


“VRR Interest Transfer
Restriction Period”: With respect to the Aggregate VRR, the period from the Closing Date to the earlier of: (i) the date that
is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33% of
the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate outstanding Certificate Balance
of all Classes of Pooled Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest
has been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of all Classes of Pooled Principal Balance Certificates
and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date, or (C) two (2) years after the
Closing Date; or (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation
RR applicable to the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed
in their entirety or are




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otherwise eliminated and the Retaining Sponsor
and the Depositor have determined that such repeal or elimination renders Regulation RR in its entirety inapplicable (and that there are
no other risk retention requirements under the Dodd-Frank Act that would be applicable) to the securitization transaction contemplated
by this Agreement.


“VRR Principal Distribution
Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates pursuant to Sections 4.01(b)(ii), (v), (viii),
(xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix) and the penultimate paragraph of
Section 4.01(b) on such Distribution Date.


“VRR Realized Loss
Interest Distribution Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution Date, an amount
equal to the product of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount of interest on related
reimbursed Realized Losses distributed to the Holders of the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates pursuant
to Sections 4.01(b)(iii), (vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv)
and (xxvii) and (xxx) on such Distribution Date.


“VRR Specific Grantor
Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier Regular Interest, together
with all distributions thereon and proceeds thereof, (ii) the Uncertificated VRR Retained Percentage of any Excess Interest collected
on the ARD Mortgage Loans and (iii) the Uncertificated VRR Retained Percentage of amounts held from time to time in the Excess Interest
Distribution Account.


“VRR1 Interest”:
As defined in the Preliminary Statement.


“VRR1 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by BMO.


“VRR2 Interest”:
As defined in the Preliminary Statement.


“VRR2 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by Sabal.


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable Net Mortgage Pass-Through
Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective Stated
Principal Balances immediately prior to such Distribution Date.


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or
successor provisions.


“WHFIT Regulations”:
Treasury Regulations section 1.671-5, as amended.


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.




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“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination, the
amount of any Advance made with respect to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination on or before
the date such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes (or, but for the making of three monthly
payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest
on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date,
if any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the
amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder
to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each collection
of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation Fee is paid)
received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall be payable by the
Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (g)
of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of default actually occurs,
unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by the Special Servicer in accordance with
the terms hereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes
a Specially Serviced Loan under this Agreement only because of an event described in clause (a)(ii) of the definition of Specially
Serviced Loan as a result of a payment default at maturity and the related collection of interest and principal is received within 90 days
following the related Maturity Date in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan
(or Serviced Loan Combination, if applicable), the Special Servicer will not be entitled to collect a Workout Fee, but may collect and
retain appropriate fees from the related Mortgagor in connection with such workout; provided, further, that the Workout
Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
as described in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been
deducted from a Workout Fee or Liquidation Fee.


“Workout Fee Rate”:
A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to
each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan
(or related Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or related Serviced Loan Combination, if applicable)
becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate in clause (a)
above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment




    	 	- 169 -	 



    	 	 



    

of principal and interest (other than Default
Interest and Excess Interest) on the subject Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date
such Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related
maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when
applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage
Loan (or related Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Loan Combination,
if applicable) becomes a Corrected Loan through and including the then-related maturity date.


“XML Format”:
Extensible markup language electronic format.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium, if
any, payable under the related Note in connection with certain prepayments.


Section 1.02          
Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


(a)            All
calculations of interest with respect to the Mortgage Loans and Trust Subordinate Companion Loans shall be made in accordance with the
terms of the related Note and Mortgage.


(b)          For
purposes of distribution of Yield Maintenance Charges to the Pooled Certificateholders pursuant to Section 4.01(d) of this
Agreement on any Distribution Date, the Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
as to which the Non-Uncertificated VRR Retained Percentage of any prepayment shall be deemed to be distributed shall be determined on
the assumption that the portion of the Principal Distribution Amount paid to the Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates on such Distribution Date in respect of principal shall consist first of the Non-Uncertificated VRR Retained Percentage
of scheduled payments included in the definition of Principal Distribution Amount and second of the Non-Uncertificated VRR Retained Percentage
of prepayments included in such definition.


(c)           Any
Mortgage Loan or Trust Subordinate Companion Loan payment is deemed to be received by the Trust Fund on the date such payment is actually
received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however, that for purposes
of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion
Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce
the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan on which interest accrues.


(d)           For
purposes of calculating distributions on the Pooled Certificates and the Uncertificated VRR Interest and, in the absence of express provisions
in the related Loan Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement)
to the contrary, for purposes of otherwise collecting




    	 	- 170 -	 



    	 	 



    

amounts due under a Mortgage Loan, all
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding, if applicable, in the case of each Serviced Loan Combination, any amounts
payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated
in the following order of priority:


(i)                as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with
respect to the related Mortgage Loan;


(ii)               as
a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at
the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described in the first
proviso in the definition of “Aggregate Principal Distribution Amount”);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to
time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations
pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A)
of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage
Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


(iv)             to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


(v)              as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of
the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts,
plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that




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accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated as recovery of such accrued
and unpaid interest pursuant to this clause (v) on earlier dates);


(vi)            as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


(vii)            as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


(viii)       
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


(ix)              as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


(x)               as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


(xi)              as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if
applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first,
allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees);


(xii)          
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


(xiii)         
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest;


provided that, to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Loan
Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation) at a time when the loan-to-value
ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%, or would exceed 125% following any partial
release (based solely on the value of the real property and excluding personal property and going concern value, if any) must be collected
and allocated to reduce the principal balance of the Mortgage Loan or the related Serviced Loan Combination in the manner permitted by
the REMIC Provisions.


(e)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of
the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender
Agreement) shall be deemed




    	 	- 172 -	 



    	 	 



    

to be allocated for purposes of calculating
distributions on the Certificates and (subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes
of otherwise collecting amounts due under the Mortgage Loan in the following order of priority:


(i)                as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage
Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect
to the related REO Mortgage Loan;


(ii)               as
a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the
first proviso in the definition of “Aggregate Principal Distribution Amount”);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid
interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect
from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any
allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


(iv)            to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


(v)              as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the
extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such REO Mortgage
Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the applicable Net Mortgage
Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I




    	 	- 173 -	 



    	 	 



    

Advance was made (to the extent that collections
have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v)
or clause (v) of Section 1.02(d) above);


(vi)            as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


(vii)         
as a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


(viii)       
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


(ix)              as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid
Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent
Fees and, then, allocated to Operating Advisor Consulting Fees); and


(x)               in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.


(f)            The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the
Special Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such
applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


(g)            For
purposes of calculating distributions on the Loan-Specific Certificates and, in the absence of express provisions in the related Loan
Documents and/or the related Co-Lender Agreement to the contrary, for purposes of otherwise collecting amounts due under a Trust Subordinate
Companion Loan, all amounts collected by or on behalf of the Trust in respect of any Trust Subordinate Companion Loan in the form of
payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding any amounts payable
to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:


(i)                as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Trust Subordinate
Companion Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the
Trust with respect to the related Trust Subordinate Companion Loan;


(ii)               as
a recovery of Nonrecoverable Advances with respect to the related Trust Subordinate Companion Loan and any interest on those Nonrecoverable




    	 	- 174 -	 



    	 	 



    

Advances at the Advance Rate, to the extent
previously paid or reimbursed from principal collections on the related Trust Subordinate Companion Loan (as described in the first proviso
in the definition of “Aggregate 111 River Street Principal Distribution Amount” or “360 Rosemary Principal Distribution
Amount”, as applicable);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on
such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid
interest (exclusive of Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related Mortgage
Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause
(A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection
with the related Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which
no P&I Advance was made;


(iv)             to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate Companion
Loan then due and owing, including by reason of acceleration of such Trust Subordinate Companion Loan following a default thereunder
(or, if such Trust Subordinate Companion Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


(v)              as
a recovery of accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust
Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


(vi)            as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Trust Subordinate Companion Loan;




    	 	- 175 -	 



    	 	 



    

(vii)            as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Trust Subordinate Companion
Loan;


(viii)           as
a recovery of any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;


(ix)              as
a recovery of any late payment charges and Default Interest then due and owing under the Trust Subordinate Companion Loan;


(x)               as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate
Companion Loan;


(xi)              as
a recovery of any other amounts then due and owing under such Trust Subordinate Companion Loan other than remaining unpaid principal
and other than, if applicable, accrued and unpaid Excess Interest;


(xii)          
as a recovery of any remaining principal of such Trust Subordinate Companion Loan to the extent of its entire remaining unpaid
principal balance;


provided that, to
the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights
under the related Loan Documents) with respect to any partial release of a related Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Trust Subordinate Companion Loan exceeds 125%, or would exceed 125% following
any partial release (based solely on the value of the real property and excluding personal property and going concern value, if any) must
be collected and allocated to reduce the principal balance of such Trust Subordinate Companion Loan in the manner permitted by the REMIC
Provisions


 


(h)           Collections
by or on behalf of the Trust in respect of any REO Property relating to a Trust Subordinate Companion Loan (exclusive of amounts to be
allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and exclusive of
any amounts payable to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated for purposes
of calculating distributions on the related Loan-Specific Certificates and (subject to the related Co-Lender Agreement) for purposes
of otherwise collecting amounts due under such Trust Subordinate Companion Loan in the following order of priority:


(i)                as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Trust Subordinate
Companion Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with
respect to such Trust Subordinate Companion Loan;


(ii)               as
a recovery of any Nonrecoverable Advances with respect to such Trust Subordinate Companion Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from




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principal collections on such Trust Subordinate
Companion Loan (as described in the first proviso in the definition of “Aggregate 111 River Street Principal Distribution Amount”
or “360 Rosemary Principal Distribution Amount”, as applicable);


(iii)           
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related Mortgage
Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below or clause (v) of Section 1.02(g) above on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for such Trust Subordinate Companion Loan that have theretofore
occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts or (2) accrued
at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any
related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


(iv)            to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate
Companion Loan to the extent of its entire unpaid principal balance;


(v)              as
a recovery of accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust
Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not theretofore
been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v) or clause (v)
of Section 1.02(g) above);


(vi)            as
a recovery of any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;


(vii)            as
a recovery of any late payment charges and Default Interest then due and owing under such Trust Subordinate Companion Loan;




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(viii)       
 as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate
Companion Loan; and


(ix)              as
a recovery of any other amounts then due and owing under such Trust Subordinate Companion Loan other than, if applicable, accrued and
unpaid Excess Interest.


(i)             The
applications of amounts received in respect of any Trust Subordinate Companion Loan pursuant to paragraph (g) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any Trust Subordinate Companion Loan or any REO Property pursuant to paragraph (h) of this Section 1.02 shall be determined
by the Special Servicer in accordance with the Servicing Standard.


(j)             All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans or
a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including, if
and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO Property)
shall be made using the Calculation Rate.


(k)           For
purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized Losses
(where applicable) to, the Certificates and the Uncertificated Interests, as well as for purposes of calculating the Servicing Fee, the
Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable each month,
each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing
Agreement) will be treated as if the related Mortgage Loan and any related Companion Loan(s) had remained outstanding and the related
Loan Documents continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage Loans” or
“Mortgage Pool” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context,
will be deemed to also be references to or to also include, as the case may be, any related REO Mortgage Loan, and all references to
“Companion Loan,” “Companion Loans,” “Trust Subordinate Companion Loan” or “Trust Subordinate
Companion Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context,
will be deemed to also be references to or to also include, as the case may be, any related REO Companion Loan. Each REO Loan will generally
be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same
fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance.
Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable
to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the
related REO Property, net of payments to be made, or reimbursements to the




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Master Servicer or Special Servicer for
payments previously advanced, in connection with the operation and management of that property, generally will be applied by the Master
Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


Section 1.03          
Certain Constructions. (a) For purposes of this Agreement, references
to the most or next most subordinate Class of Non-Uncertificated VRR Retained Pooled Regular Certificates outstanding at any time
shall mean the most or next most subordinate Class of Non-Uncertificated VRR Retained Pooled Regular Certificates then outstanding
as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G, Class H and Class J Certificates; provided, however, that for purposes of determining the
most subordinate Class of Non-Uncertificated VRR Retained Pooled Regular Certificates, in the event that the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates are the only Classes of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB and Class X-A Certificates together will be treated as the most subordinate Class of Non-Uncertificated
VRR Retained Pooled Regular Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class S
and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount
has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long
as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


(i)                the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include
the other gender;


(ii)               references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


(iii)              a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


(iv)             the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other words
of similar import refer to this Agreement as a whole and not to any particular provision; and


(v)              the
terms “include” or “including” shall mean without limitation by reason of enumeration.




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(c)           For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required
to indemnify a party to this Agreement, or a party to this Agreement is required to indemnify the Trust or another party to this Agreement,
for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable
attorney’s fees and expenses) of the enforcement of such indemnity.


Article
II



CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01          
Conveyance of Mortgage Loans and Trust Subordinate Companion Loans


(a)           The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as BMO 2022-C1 Mortgage
Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee
(as holder of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests) in
trust without recourse for the benefit of the Certificateholders and the Uncertificated Interest Owners all the right, title and interest
of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(h) (insofar
as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure
in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing)
7, 11, 12, 13, 14, 16, 17, 18, 20, 22, 23 and 24 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement,
if any, (iv) each Trust Subordinate Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or
to be included in the Trust Fund for the benefit of the Certificateholders and the Uncertificated Interest Owners. Such assignment includes
all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loans
(other than payments of principal and interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion
Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans
and the Trust Subordinate Companion Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and
conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans,
the Trust Subordinate Companion Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08
of this Agreement, is intended by the parties to constitute a sale.


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause to be
delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before




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the Closing Date, the Mortgage File for
each Mortgage Loan and Trust Subordinate Companion Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to
be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained
herein, (A) with respect to an Outside Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements shall
be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with
respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed
originals of the related documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2) through
(20) of the definition of “Mortgage File”, a copy of such documents (with the actual such documents to be delivered to the
applicable Outside Custodian under the applicable Outside Servicing Agreement) and (B) with respect to a Servicing Shift Mortgage Loan,
the related Mortgage File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated by the first sentence
of this Section 2.01(b) shall, on or after the related Servicing Shift Date, be transferred to the Outside Custodian related
to the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note in accordance with the
second paragraph of Section 2.01(c) and with the expectation that the assignments referred to in clauses (4), (5) and
(14) of the definition of “Mortgage File” (to the extent that recordation of such item would have otherwise been required)
will be recorded in the name of the trustee for that securitization. None of the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with
the document delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding
anything herein to the contrary, with respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan),
the applicable Mortgage Loan Seller shall deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall
hold the original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an
assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for
the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder,
to the extent required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders,
the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms
thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering, on or before the Closing
Date, with respect to any letter(s) of credit a copy thereof to the Custodian together with an Officer’s Certificate of the applicable
Mortgage Loan Seller certifying that such document has been delivered to the Master Servicer or an Officer’s Certificate from the
Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred
to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee
for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s)
in accordance with the applicable terms thereof




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and/or of the related Loan Documents,
the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment
documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Master Servicer within 90 days of the Closing Date; provided that with respect to a Servicing Shift Mortgage Loan, no such
assignments shall be made until the earlier of (i) the related Servicing Shift Date, in which case such assignments shall be made in accordance
with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing
Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer, in which case such assignments
shall be made in favor of the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners and for the benefit
of the holder(s) of the related Companion Loan(s), until the occurrence of the related Servicing Shift Date. Contemporaneous with the
securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note, any such letter of credit
shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided in the related Servicing Shift
Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such
letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit
of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder, and shall cooperate
with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under
any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer
on behalf of the Trustee for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced
Companion Loan Holder.


Notwithstanding anything
to the contrary contained herein, with respect to each Co-sponsored Mortgage Loan, the obligations of each of the related Applicable Co-sponsors
to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery to the Custodian of only
the Mortgage Note(s) evidencing the portion of such Co-sponsored Mortgage Loan being sold by such party (and any related allonge or assignment).
With respect to each Co-sponsored Mortgage Loan, the obligations of the related Applicable Co-sponsors to deliver the remaining portion
of the related Mortgage File or any remaining document required to be delivered with respect thereto shall be joint and several, provided
that either of the related Applicable Co-sponsors may deliver one Mortgage File (exclusive of the related Mortgage Notes) or one of any
other remaining document required to be delivered with respect to such Co-sponsored Mortgage Loan hereunder and such delivery shall satisfy
the corresponding delivery requirements for each of the related Applicable Co-sponsors.


With respect to any Serviced
Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any such related comfort letter
to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related Serviced
Companion Loan Holder(s)) or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the




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Certificateholders and the Uncertificated Interest
Owners (and, if applicable, the related Serviced Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within
45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice
or make any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of
such notice or request to the Custodian (who shall include such document in the related Mortgage File) and the Master Servicer, and the
Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if
necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master
Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter,
new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


After the Depositor’s
transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee pursuant to this Section 2.01(b),
the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans and the Trust Subordinate
Companion Loans.


(c)           The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase Agreement
that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s expense,
in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each related assignment
of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage File”
and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each case
in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because the documents
referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect to a Servicing Shift
Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition of “Mortgage
File” may be in blank and need not be recorded pursuant to this Agreement (to the extent recordation would have otherwise been
required) until the earliest of (i) the related Servicing Shift Date, in which case such instruments shall be completed and, if
applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and the related Mortgage
Loan Seller shall deliver or cause the delivery of photocopies of any such instruments of assignment so completed and recorded to the
Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift
Date, in which case such assignments shall be completed and, if applicable, recorded in accordance with this Agreement upon such occurrence,
and (iii) the expiration of 180 days following the Closing Date, in which case assignments shall be completed and, if applicable,
recordations shall be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly following the related
Servicing Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing
Agreement in accordance with the related Co-Lender Agreement, the Custodian shall deliver the originals of all documents constituting
the related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession




    	 	- 183 -	 



    	 	 



    

(other than the documents described in
clause (1) of the definition of “Mortgage File”) to the related Outside Trustee or the Outside Custodian; provided
that, prior to the delivery of any such original documents to the related Outside Trustee or Outside Custodian, the Custodian shall make
and retain photocopies of any and all documents so delivered to the related Outside Trustee or the Outside Custodian; and provided, further,
that, to the extent any instruments of assignment that are part of the Mortgage File have been recorded or filed pursuant to this Agreement
prior to the related Servicing Shift Date, the Trustee shall execute and deliver assignments to the Outside Trustee.


The Depositor hereby represents
and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement as to each Mortgage
Loan (exclusive of any Outside Serviced Mortgage Loan) and each Trust Subordinate Companion Loan, that if it cannot deliver or cause to
be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition
of “Mortgage File” solely because of a delay caused by the public recording or filing office where such document or instrument
has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or
the title agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each
assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous
paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording
(or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver
or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances
where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage
Loan Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis, at
the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned
assignments following the Custodian’s receipt thereof.


If the Custodian has received
written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Mortgage Loan Purchase Agreement)
promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be cured, as the case
may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s behalf has agreed
to record or file as described above, to deliver to such third party the substitute or corrected document.


(d)           In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to
any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer within
five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise
required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage
Loans, the Trust Subordinate




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Companion Loans and any other related
Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including
any asset summaries related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates),
the Trust Subordinate Companion Loans or any other related Serviced Companion Loans or for evidencing or enforcing any of the rights of
the holder of the Mortgage Loans, the Trust Subordinate Companion Loans or any other related Serviced Companion Loans or holders of interests
therein, and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments
and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans, the Trust
Subordinate Companion Loans and any other related Serviced Companion Loans, together with a statement indicating which Escrow Payments
and reserve funds are allocable to each Mortgage Loan, Trust Subordinate Companion Loan or any other related Serviced Companion Loan;
provided that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related
Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications
or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit
of the Certificateholders and the Uncertificated Interest Owners (and, insofar as they also relate to a Serviced Companion Loan held outside
the Trust, on behalf of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary,
the foregoing provisions of this Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each
Mortgage Loan Seller is required, pursuant to the related Mortgage Loan Purchase Agreement, to provide to the Master Servicer the initial
data with respect to its Mortgage Loans and, in the case of BMO, its Trust Subordinate Companion Loans for the CREFC® Financial
File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this
Agreement.


(e)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed
original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the
Closing Date.


(f)            With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the related
Serviced Companion Loan Holder(s).


(g)          The
parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes the obligations
and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside Servicing
Agreement.


(h)          It
is not intended that this Agreement create a partnership or a joint-stock association.




    	 	- 185 -	 



    	 	 



    

(i)            The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days
after the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each
of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion of
such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage
Loan Seller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for in Section 12.04
of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Controlling Class Representative, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate
signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the Designated Site constitute
all documents required under the definition of “Diligence File” and such Diligence Files are organized and categorized in
accordance with the electronic file structure reasonably requested by the Depositor (the “Diligence File Certification”).The
Depositor shall have no responsibility for determining whether any Diligence Files delivered to it are complete and shall have no liability
to the Trust or the Certificateholders or the Uncertificated Interest Owners for the failure of any Mortgage Loan Seller to deliver a
Diligence File (or a complete Diligence File) to the Depositor.


(j)             Within
two (2) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL File and the
Initial Schedule AL Additional File in XML Format and Excel format at the following email address: KC_Investor_Reporting@KeyBank.com.


(k)          The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the execution
of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller is required
to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage Loan Purchase
Agreement) that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment and/or recordation
of any documents and/or instruments relating to any related Mortgage Loan or, if applicable, Trust Subordinate Companion Loan which have
not been delivered, assigned or recorded at the time required for enforcement actions by the Special Servicer on behalf of the Trust
Fund.


(l)            Notwithstanding
anything else in this Agreement, the parties agree that the trust established under this Agreement will be treated as a bare trust for
Canadian federal income tax purposes.


Section 2.02          
Acceptance by the Trustee, the Custodian and the Certificate Administrator.


(a)           The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of
(i) the Mortgage Loans, the Trust Subordinate Companion Loans and all documents delivered to it that constitute portions of the
related Mortgage Files and (ii) all other assets delivered to it and included




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in the Trust Fund, in good faith and
without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other
documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee
holds and will hold the Mortgage Loans, the Trust Subordinate Companion Loans and such other assets, together with any other assets subsequently
delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders
and the Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f)
of this Agreement. With respect to each Serviced Loan Combination, the Custodian shall also hold the portion of such Mortgage File that
relates to any Serviced Companion Loan in such Loan Combination that is held outside the Trust in trust for the use and benefit of the
related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate Administrator, as the initial Custodian, hereby
certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that,
as to each Mortgage Loan and Trust Subordinate Companion Loan, (i) all documents specified in clause (1) of the definition of
“Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy
of such Note) received by it with respect to such Mortgage Loan or Trust Subordinate Companion Loan has been reviewed by it and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan or Trust Subordinate
Companion Loan, as applicable.


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing
Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which
all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted
for the last affected Trust Loan), the Custodian shall review the documents delivered to it with respect to each Trust Loan, and the
Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of the
respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement)
to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon request,
in the case of a Serviced Loan Combination that is held outside the Trust, to the related Serviced Companion Loan Holder) that, as to
each Mortgage Loan and Trust Subordinate Companion Loan then subject to this Agreement (except as specifically identified in any exception
report annexed to such certification, which exception report shall also be available in electronic format (including Excel-compatible
format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside
Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for
each Mortgage Loan that is part of a Loan Combination and each Trust Subordinate Companion Loan) of the definition of “Mortgage
File” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has
been completed (based solely on receipt by the Custodian (whether that is the Certificate Administrator or any other Custodian appointed
by it) of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage
Loan or Trust Subordinate Companion Loan have been reviewed by the




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Custodian and (A) appear regular
on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan or Trust Subordinate Companion Loan; and
(iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b)
and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition
of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items
listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not
in the Custodian’s possession because it has not been returned from the applicable recording office, then the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. In addition, as it relates
to the Outside Serviced Mortgage Loans, with respect to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20)
of the definition of “Mortgage File”, the Custodian’s certification prepared pursuant to this Section 2.02(b)
should indicate the absence of such document: (i) in the case of the item listed in clause (1) of the definition of “Mortgage
File”, unless the Custodian is in possession of the original of such document; and (ii) in the case of the items listed in clauses (2),
(3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, unless the Custodian is in possession of a copy
of such document. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Certificate Administrator shall deliver (or cause any other Custodian appointed by
it to deliver) a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial
Purchaser on request.


(c)           It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian is
under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to
the Trust Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining
whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is
in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.


(d)           The
parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that
the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6)
(provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that is part
of a Loan Combination and each Trust Subordinate Companion Loan) of the definition of “Mortgage File” have been received,
appear regular on their face and such additional information as will be necessary for delivering the certifications required by Sections 2.02(a)
and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it be used to, verify the content of any




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collateral descriptions included in any
data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Files by the
Custodian and any certification with respect thereto is not intended to, and shall not be deemed by the parties to this Agreement to,
constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10
and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt
thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO
or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d) shall relieve
any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with
the terms of this Agreement.


(e)            If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File or
Servicing File for any Trust Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master Servicer
(if it constitutes part of the Servicing File).


Section 2.03          
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches
of Representations and Warranties.


(a)           If
(i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any
document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular
on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation
or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement
with respect to any Trust Loan (a “Breach”) or (ii) the Special Servicer or the Depositor receives a Repurchase
Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion
Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect is deemed
in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related Mortgage
Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property (or any related REO Property) or the interests
of the Trustee or any Certificateholder or any Uncertificated Interest Owner in the related Mortgage Loan or Trust Subordinate Companion
Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan
to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing
Servicer shall determine, with respect to any affected Mortgage Loan (including




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any successor REO Mortgage Loan with
respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document
Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material
Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and in the case
of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection with
certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the Sabal Mortgage
Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of the existence of such Material
Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage
Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material
Defect (or, in the case of a Material Defect relating to a Trust Loan not being a Qualified Mortgage, not later than 90 days from
any party discovering such Material Defect), cure the same in all material respects (which cure shall include payment of losses and any
Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer
payable pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if
such Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase
the affected Trust Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage
Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely in the
case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that
in no event shall any such substitution occur on or after the second anniversary of the Closing Date and in no event shall any substitution
be effected with respect to a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit into the Collection Account, any
Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this
Agreement; provided, however, that BMO may not repurchase the 111 River Street Trust Subordinate Companion Loan without
repurchasing the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan) and BMO may not
repurchase the 360 Rosemary Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material
Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect is capable of
being cured but not within such 90 day period, (ii) such Material Defect is not related to any Mortgage Loan or Trust Subordinate
Companion Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an additional 90 days
to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution (it being understood and agreed
that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period, such Mortgage Loan Seller shall
deliver an Officer’s Certificate to the Trustee, the Master Servicer, the Special Servicer and the




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Certificate Administrator setting forth
the reasons such Material Defect is not capable of being cured within the initial 90 day period and what actions such Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect
will be cured within such additional 90 day period); and provided, further, that, if any such Material Defect is still
not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan
Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the
Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still
in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue
beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to
be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase
Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage
Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer
or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust
Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the
month of substitution, and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or
substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting
the related repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute
Mortgage Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes.
No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage
Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure
(including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected
Mortgage Loan will be required to be repurchased.


Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect to
any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Enforcing Servicer (in
the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and for so long as the Controlling Class
Representative is the applicable




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Directing Holder and, in the case of a Trust
Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long
as it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that
would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”), such Mortgage
Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment
shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement;
provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of
Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage Loan Seller as to a Loss of Value
Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide the Enforcing Servicer with a copy of
the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably requested by the Enforcing
Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially
Serviced Loan shall be subject to the consent of the Controlling Class Representative (if and for so long as the Controlling Class
Representative is the applicable Directing Holder) and, in the case of the Trust Subordinate Companion Loan, subject to the consent of
the applicable Loan-Specific Controlling Class Representative (if and for so long as such Loan-Specific Controlling Class Representative
is the applicable Directing Holder). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special
Servicer in respect of such Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations
Reviewer attributable to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the applicable Mortgage Loan
Seller shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this
paragraph describes the sole remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any
such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated
to repurchase or replace the affected Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph
is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer,
provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or
the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time
frames set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan).


In the case of a Material
Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under this Agreement and the BMO
Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO
Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the case of a Material Defect with respect to any
SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under this Agreement and the SMC Mortgage Loan Purchase Agreement
solely in respect of the portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such
promissory note(s) were a separate Mortgage Loan.




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If (x) a Mortgage Loan is
to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan is
part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect as to
the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”) (without
regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute a Material
Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller shall be obligated
to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document
Defect, as applicable:


(A)            
the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the
Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter
J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result in the imposition
of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); and


(B)                each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected Loans
and not the Other Crossed Loans:


(1)                 the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the Cross-Collateralized
Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding the repurchase or
replacement;


(2)              
the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of
(A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized
Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the




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Cross-Collateralized Group (including
the Affected Loan(s)) at the time of repurchase or replacement and (C) 75%; and


(3)               
either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group
will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise
remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise
of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


The determination of the
Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of
manifest error on the Certificateholders, the Uncertificated Interest Owners, the other parties to this Agreement and the related Mortgage
Loan Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to
be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether
the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller
if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as a Consultation Termination Event
has not occurred and is not continuing, by the Controlling Class Representative (such approval not to be unreasonably withheld in
each case).


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding paragraph
are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller and the Trustee,
as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage Loan Purchase Agreement) to forbear from enforcing
any remedies against the other’s Primary Collateral but each is permitted to exercise remedies against the Primary Collateral securing
its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Affected Loan(s) still held
by the Trust Fund. If the exercise of remedies by one such party would impair the ability of the other such party to exercise its remedies
with respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such
party, then both parties have agreed to forbear from exercising such remedies unless and until the Loan Documents evidencing and securing
the relevant Mortgage Loans can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of
the Mortgage Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related
Loan Documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the
related Mortgage Loans shall remain




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in full force and effect, without any modification
thereof. The provisions of this paragraph shall be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized
Group.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan, the
related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or (a) in the case of any BMO Co-sponsored Mortgage
Loan, with respect to BMO, the applicable portion of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored
Note(s), or (b) in the case of any SMC Co-sponsored Mortgage Loan, with respect to SMC, the applicable portion of such SMC Co-sponsored
Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s)) if (i) the affected Mortgaged Property(ies) may be released pursuant
to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property(ies) is, in fact, released),
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the related Loan Documents and the related Mortgage
Loan Seller provides an opinion of counsel to the effect that such release would not (A) cause any Trust REMIC to fail to qualify as a
REMIC or cause the Grantor Trust to fail to qualify as a grantor trust or (B) result in the imposition of a tax upon any Trust REMIC
or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.


To the extent necessary and
appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney provided by
the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the Loan Documents that
complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Mortgage Loan Seller
or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting
from the exercise of remedies by the other such party; provided that the Trustee shall not be liable for any misuse of any such
power of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer
shall advance all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized
Group pursuant to this paragraph and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute
and be reimbursable as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased
or replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder, any Uncertificated Interest
Owner or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason beyond the control
of the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as
applicable, in accordance with the Servicing Standard.


If the Master Servicer, the
Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been
previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties hereto,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any Serviced
Companion Loan Holder (if applicable) and, for posting to the




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Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has
not previously been delivered to such Persons pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase
Communication that any Mortgage Loan or Trust Subordinate Companion Loan that was subject of a Repurchase Request has been repurchased
or replaced (a “Repurchase”), or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”),
then the Master Servicer or the Special Servicer, as applicable, shall (in accordance with the following paragraph) give written notice
of such Repurchase or Repurchase Request Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless
it is the entity that has repurchased or replaced the subject Mortgage Loan or Trust Subordinate Companion Loan or rejected such Repurchase
Request), and the Certificate Administrator (in each case unless the proposed recipient is the party that notified the Master Servicer
or the Special Servicer, as applicable, thereof).


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to this Section 2.03(a)
(each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days after receipt of a
Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable,
and shall include (i) the identity of the related Mortgage Loan or Trust Subordinate Companion Loan and the Person making the Repurchase
Request, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in
the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase
Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.


If the Trustee, the Master
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party
shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative, and include the following statement in the related correspondence: “This is a Repurchase Communication
regarding [a “Repurchase Request”] [a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase
Request Rejection”] under Section 2.03(a) of the Pooling and Servicing Agreement relating to the BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1, requiring action by you as the recipient of such [Repurchase Request]
[Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to
the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall
comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase
Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.




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No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant
to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective
Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and
(ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant
to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute
a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement, which the Master Servicer shall
provide to each Sub-Servicer.


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section 2.01(b)
and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred to in
clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance with this Agreement and the
applicable Mortgage Loan Purchase Agreement for any Mortgage Loan or Trust Subordinate Companion Loan shall be deemed a Material Document
Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall be
considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection
with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan or Trust Subordinate Companion
Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or Trust Subordinate Companion
Loan or for any immediate significant servicing obligation.


Notwithstanding any provision
of this Agreement, if a Mortgage Loan or Trust Subordinate Companion Loan is not secured by a Mortgaged Property that is, in whole or
in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage
facility, theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with
respect to such Mortgage Loan or Trust Subordinate Companion Loan shall not be a Material Defect.


(c)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or Trust Subordinate
Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed
by the applicable repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents
(including, without limitation, the Servicing File), and all Escrow




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Payments and reserve funds, pertaining
to such Mortgage Loan or Trust Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage File
shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same
manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms
of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee
or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan or Trust Subordinate Companion Loan
and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee, the Certificate
Administrator and/or and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an
Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied. The Master Servicer
shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders,
the Uncertificated Interest Owners and the Trustee or any of them, the endorsements and assignments contemplated by this Section 2.03(c),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to an Outside
Serviced Mortgage Loan) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute
and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that the Trustee
shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors. The
parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute
Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03,
the related Mortgage Loan Seller will be required to deliver to the Custodian the related Mortgage File and to the Master Servicer all
Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect
that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute Mortgage
Loan” in this Agreement.


The parties to this Agreement
acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated
by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term
is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the
substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule
(as such term is defined in the related Mortgage Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution of a
Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part of the Trust
Fund and be subject to the terms of this Agreement in all respects.


Reference is hereby made
to the Mortgaged Property located at 806-820 N.W. 10thTerrace, Ft. Lauderdale, Florida 33311 (the “Fort Lauderdale Small Bay
Warehouses Mortgaged Property”). If the Trust, the Uncertificated Interest Owners and/or the Certificateholders, or the interests
thereof in the related Mortgage Loan, are in any manner materially and adversely affected by the adjudication decision (including, without
limitation, upon




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appeal) of a court or other tribunal in that
certain action commenced in the Circuit Court of the 15th Judicial District in and for Palm Beach County, Florida, as Filing number 143982669,
by 1112 Development, LLC, on February 15, 2022 (the “Fort Lauderdale Small Bay Warehouses Action”), including, without
limitation, a decision that results or would result in a transfer of the related Mortgagor’s ownership of the Fort Lauderdale Small
Bay Warehouses Mortgaged Property, then within 90 days following the earliest of (a) the rendering of such decision (provided that such
decision constitutes an unappealable and final (including, without limitation, by reason of the expiration of the relevant appeal period)
adjudication decision of the subject court or other tribunal and the Mortgagor has not previously paid off in full the related Mortgage
Loan, including the full payment of the Prepayment Consideration then owed under the related Mortgage Note (or, if such repurchase is
prior to the Permitted Yield Maintenance Date, the Yield Maintenance Amount that would then be due in connection with a Default Prepayment)),
(b) the relevant party determining not to appeal such decision and (c) the occurrence (during the relevant appeal period for such decision
or while such decision is being appealed) of a monetary default of the related Mortgage Loan or a nonmonetary default of the related Mortgage
Loan, which nonmonetary default results in a transfer of the related Mortgage Loan to special servicing under the Pooling and Servicing
Agreement, the Seller shall repurchase the related Mortgage Loan at a price equal to the applicable Purchase Price plus the corresponding
Prepayment Consideration that would be due in connection with a voluntary prepayment of the Mortgage Loan in full by the related Mortgagor
(or, if such repurchase is prior to the Permitted Yield Maintenance Date, the Yield Maintenance Amount that would then be due in connection
with a Default Prepayment). In addition, to the extent not otherwise covered by the price paid by the Seller in connection with any repurchase
contemplated by the immediately preceding sentence, and regardless of whether any repurchase would be required by the immediately preceding
sentence, if as a result of any consummation of transfer of legal title ordered under the Fort Lauderdale Small Bay Warehouses Action
the related Mortgage Loan is prepaid without any corresponding Prepayment Consideration or Yield Maintenance Amount, as applicable, under
the related Mortgage Note, the Seller shall pay the Trust, upon notice within 5 Business Days, the corresponding Prepayment Consideration
that would then be due in connection with a voluntary prepayment of the Mortgage Loan by the related Mortgagor or the Yield Maintenance
Amount that would be due in connection with a Default Prepayment, as applicable under the circumstances. Furthermore, to the extent not
otherwise covered by the price paid by the Seller in connection with any repurchase contemplated by the second preceding sentence, and
regardless of whether any repurchase would be required by the second preceding sentence, the Seller shall indemnify the Trust against
any and all expenses, losses, claims, damages and other liabilities arising out of or based upon any Fort Lauderdale Small Bay Warehouses
Action or the subject matter thereof, including, without limitation, costs of investigation and legal defense, that have not been timely
paid by the related Mortgagor or are not required to be paid by the related Mortgagor. For purposes of this paragraph, “Prepayment
Consideration”, “Permitted Yield Maintenance Date”, “Yield Maintenance Amount” and “Default Prepayment”
shall have the respective meanings assigned thereto in the Mortgage Note for the related Mortgage Loan.


(d)          The
related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders and the Uncertificated Interest
Owners, or the Trustee on behalf of the Certificateholders and the Uncertificated Interest Owners, respecting any Document Defect or
Breach with respect to any Mortgage Loan or Trust Subordinate Companion Loan. For purposes of this Agreement, any purchase, replacement
or payment




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of any Loss of Value Payment by the Sabal
Guarantor, on behalf of Sabal, of or with respect to any Mortgage Loan for which Sabal is the related Mortgage Loan Seller shall be deemed
a purchase, replacement or payment of Loss of Value Payment, as applicable, by Sabal.


(e)           The
parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan Purchase Agreement
provides that if a “material document defect” (as such term or any analogous term is defined in the related Outside Servicing
Agreement) exists under the related Outside Servicing Agreement with respect to the related Pari Passu Companion Loan that is included
in the Outside Securitization Trust established under the related Outside Servicing Agreement, and such Pari Passu Companion Loan is
repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization
Trust as a result of such “material document defect” (as such term or any analogous term is defined in such Outside Servicing
Agreement), then the related Mortgage Loan Seller will be required to repurchase such Outside Serviced Mortgage Loan; provided, however,
that such repurchase obligation does not apply to any “material document defect” (as such term or any analogous term is defined
in the related Outside Servicing Agreement) related solely to the promissory note for the subject Pari Passu Companion Loan.


(f)            (i)           In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan or Trust
Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “Certificateholder
Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer,
and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller and
each other party to this Agreement.


(ii)               In
the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan or Trust Subordinate Companion Loan should be repurchased
or replaced due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan or Trust Subordinate Companion
Loan, then such party shall deliver prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable
Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”).
Notwithstanding anything to the contrary in the first sentence of this clause (ii) or any other provision of this Agreement, the
Trustee may, but is not obligated to, make a determination that a Mortgage Loan or Trust Subordinate Companion Loan should be repurchased
or replaced due to a Material Defect. The Enforcing Servicer shall promptly forward such PSA Party Repurchase Request to the applicable
Mortgage Loan Seller and each other party to this Agreement. Subject to subsections (g), (h), (i), (j) and
(k) of this Section 2.03, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the
Trust against the related




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Mortgage Loan Seller with respect to each
Repurchase Request. The Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase
Agreements (including, without limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the
Mortgage Loan Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement and this Agreement, such
enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent
and at such time as the Enforcing Servicer would require were it, in its individual capacity, the owner of the affected Mortgage Loan
or Trust Subordinate Companion Loan, and in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with
respect to the enforcement of the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be
deemed to be Property Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting Certificateholder
and/or Consultation Requesting Certificateholder.


(iii)              In
the event a Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(g) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi)
of the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related to a
Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as
provided by law. The provisions of subsections (g), (h) and (i) of this Section 2.03 apply solely to Repurchase Requests with
respect to a Mortgage Loan (but not with respect to a Trust Subordinate Companion Loan), and any Certificateholder or Certificate Owner
rights under such subsections may only be exercised by a Certificateholder or a Certificate Owner of a Pooled Certificate.


(g)          (i)         After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated
by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting
Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice available to all other
Certificateholders, Certificate Owners of Pooled Certificates and the Uncertificated VRR Interest Owner by posting such notice on the
Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve
pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request, or (b) the
Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan
Seller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course




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of action selected by the Enforcing Servicer
and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer the matter to mediation
(including non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder may deliver to the Enforcing Servicer
a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed
Course of Action Notice was posted on the Certificate Administrator’s Website (the 30th day following the date of posting, the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including
non-binding arbitration) or arbitration. In addition, any Certificateholder or Certificate Owner of a Pooled Certificate may deliver,
prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation Election Notice”) requesting the
right to participate in any Dispute Resolution Consultation (as defined in clause (iii) below) that is conducted by the Enforcing
Servicer following the Enforcing Servicer’s receipt of a Preliminary Dispute Resolution Election Notice as provided in clause (iii)
below.


(ii)               If
no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder, Certificate Owner of a Pooled Certificate or Uncertificated VRR Interest Owner shall have the right
to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled
to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan
Seller, subject to any consent or consultation rights of the Controlling Class Representative if and for as long as it is the
applicable Directing Holder or applicable Consulting Party.


(iii)              Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting
Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)
so that each such Dispute Resolution Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the
Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business
Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing
Servicer deems to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than
five (5) Business Days after completion of the Dispute Resolution Consultation, a Dispute Resolution Requesting Holder may provide a
final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration
(“Final Dispute Resolution Election Notice”).


(iv)            If,
following the Dispute Resolution Consultation, no Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then no Certificateholder, Certificate Owner of a




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Pooled Certificate or Uncertificated VRR
Interest Owner shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall
be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights
against the related Mortgage Loan Seller, subject to any consent or consultation rights of the applicable Directing Holder.


(v)              If
a Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Dispute Resolution Requesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding
arbitration) or arbitration. If more than one Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election
Notice, then such Dispute Resolution Requesting Holders shall collectively become the Enforcing Party, and the holder or holders of a
majority of the Voting Rights among such Dispute Resolution Requesting Holder shall be entitled to make all decisions relating to such
mediation or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration).
If, however, no Dispute Resolution Requesting Holder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the
rights of any Dispute Resolution Requesting Holder to act as the Enforcing Party shall terminate and no Certificateholder, Certificate
Owner of a Pooled Certificate or Uncertificated VRR Interest Owner shall have any further right to elect to refer the matter to mediation
or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action
with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement
and the related Mortgage Loan Purchase Agreement, provided, however, that such Material Defect will not be deemed waived with
respect to the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when
the Proposed Course of Action Notice was delivered by the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice
had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall be the sole
party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s rights against
the related Mortgage Loan Seller.


(vi)             Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not apply, and the Enforcing
Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the Enforcing
Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that
it is in the best interest of Certificateholders and the Uncertificated VRR Interest Owner to commence litigation with respect to the
Repurchase Request to avoid the running of any applicable statute of limitations.




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(vii)            In the event a Dispute Resolution Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


(viii)       
For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller or any of their respective affiliates shall be entitled
to be a Dispute Resolution Requesting Holder or otherwise vote Certificates owned by it or such Affiliate(s) with respect to a course
of action proposed or undertaken pursuant to the procedures described in this Section 2.03.


(ix)             The
Dispute Resolution Requesting Holders are entitled to elect either mediation or arbitration with respect to a Repurchase Request in their
sole discretion; provided, however, no Dispute Resolution Requesting Holder shall be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful, and no other Certificateholder, Certificate Owner of a Pooled Certificate
or Uncertificated VRR Interest Owner shall be entitled to elect either arbitration or mediation in the event a mediation or arbitration
is undertaken with respect to such Repurchase Request.


(h)          If
the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


(i)                The
mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan Seller within
30 days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


(ii)               The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


(iii)              Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias or
conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.




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(iv)             The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


(v)              The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party
and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated to the Enforcing
Servicer shall be reimbursed as provided in clause (vi) below).


(vi)             Out-of-pocket
costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing Party
or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration), shall
be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this
Agreement.


(i)            If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)               The
arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan Seller within
30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such provider, the
“Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


(ii)              The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in
commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who
will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten
potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within
14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select
the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


(iii)              Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias
or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


(iv)            After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting
the proceeding and completing the




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arbitration within 120 days. The arbitrator
shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance
with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other
prehearing and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


(v)             Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will
be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily
produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe
to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6
witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant the parties,
or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery
is reasonable and necessary.


(vi)            The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest
on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any
record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to
the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned
decision in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator shall
be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and
may be enforced in any court of competent jurisdiction.


(vii)            By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


(viii)        
No person may bring a putative or certified class action to arbitration.


(j)            The
following provisions will apply to both mediation and third-party arbitration:




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(i)                Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


(ii)               If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration
or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance
may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration
panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern
District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York. The arbitration
proceedings shall not be stayed unless so ordered by the court.


(iii)           
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any
purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this
Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with any third party
(other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection
with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court
order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental
regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and
shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


(iv)             In
the event a Dispute Resolution Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Controlling Class Representative (provided that no Consultation Termination
Event has occurred and is continuing and only if an Excluded Mortgage Loan is not involved), and in accordance with the Servicing Standard.
All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the
Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Dispute Resolution
Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the




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agreement reached in mediation, neither
the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Dispute
Resolution Requesting Holder.


(v)              In
the event a Dispute Resolution Requesting Holder is the Enforcing Party, the Dispute Resolution Requesting Holder shall be required to
pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear
in the mediation proceedings.


(vi)             The
Trust (or the Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to
redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration.
Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute
resolution identified in connection with such procedures; provided, however, that (1) the Certificateholders and
Certificate Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.07,
(2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide any Rule 15Ga-1
Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such Rule 15Ga-1
Notice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall be
permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1
or Item 1104 of Regulation AB.


(vii)            For
the avoidance of doubt, in no event shall the exercise of any right of a Dispute Resolution Requesting Holder to refer a Repurchase Request
to mediation or arbitration or to participate in such mediation or arbitration affect in any manner the ability of the Special Servicer
to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure, negotiation
of a loan modification or workout, acceptance of a discounted pay off or deed-in-lieu, or bankruptcy or other litigation) or
the exercise of any rights of the Controlling Class Representative if and for as long as it is the applicable Directing Holder.


(viii)        
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this
Agreement.


Section 2.04          
Representations and Warranties of the Depositor.


(a)            The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated
Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:




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(i)               The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse effect
on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this
Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer
the Mortgage Loans and Trust Subordinate Companion Loans in accordance with this Agreement; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(ii)               Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance
with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder, by considerations
of public policy;


(iii)           
Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof,
nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach
of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking of
the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or other
instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance
upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or (B) require any consent
of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made by the Depositor, except where,
in any of the instances contemplated by clause (A) above or this clause (B), the failure to do so will not have a material and
adverse effect on the consummation of any transactions contemplated by this Agreement;


(iv)            There
is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against
the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could be reasonably
expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion Loans or the




    	 	- 209 -	 



    	 	 



    

ability of the Depositor to carry out the
transactions contemplated by this Agreement;


(v)              The
Depositor is not transferring the Mortgage Loans or the Trust Subordinate Companion Loans to the Trustee with any intent to hinder, delay
or defraud its present or future creditors;


(vi)            No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


(vii)            Immediately
prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee for the benefit of the Certificateholders
and the Uncertificated Interest Owners pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage
Loan and the Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement;


(viii)       
The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion
Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other
than the Trustee; and


(ix)              The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion Loans
(as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the
benefit of the Certificateholders and the Uncertificated Interest Owners free and clear of any and all liens, pledges, charges, security
interests and other encumbrances created by or through the Depositor.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement,
the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee
in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties
hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


Section 2.05          
Representations, Warranties and Covenants of the Master Servicer.


(a)           The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated




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Interest Owners and the Serviced Companion
Loan Holders, and to and with the Depositor, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate
Administrator, as of the Closing Date, that:


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


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


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


(iv)             This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


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


(vi)            No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would prohibit
the Master




    	 	- 211 -	 



    	 	 



    

Servicer from entering into this Agreement
or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability
of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;


(vii)            Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans and
the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.08(c)
of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance with the requirements
of Section 3.08(c) of this Agreement; and


(viii)           No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for those consents,
approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously have been
completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order for the
Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the Master
Servicer’s subsequent performance of this Agreement.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder
or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Trust Subordinate Companion Loan, as
applicable, Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other
parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior
to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


Section 2.06          
Representations, Warranties and Covenants of the Special Servicer.


(a)           The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:




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(i)               The Special Servicer is (A) in the case of CWCapital Asset Management LLC, a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware (B) in the case of Situs Holdings, LLC, a limited liability company,
duly organized, validly existing and in good standing under the laws of State of Delaware and (C) in the case of KeyBank National Association,
a national banking association, duly organized, validly existing and in good standing under the laws of the United States. The Special
Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement;


(ii)              The
execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this Agreement
by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents, articles of incorporation,
limited liability company operating agreement or by-laws, as applicable, or (B) constitute a default (or an event that, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material
instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially
and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition
of the Special Servicer;


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


(iv)             This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ (including bank creditors’) rights generally, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law and (C) in the case of KeyBank National Association, subject to public
policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws


(v)             The
Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance
with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to affect materially and




    	 	- 213 -	 



    	 	 



    

adversely either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


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


(vii)         
Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special
Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration
of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required
by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


(viii)       
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for those
consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that previously
have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not required in order
for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained) in connection with the
Special Servicer’s subsequent performance of this Agreement.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder
or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.






    	 	A-3-214	 



    	 	 



    

Section 2.07          
Representations and Warranties of the Trustee.


(a)           The
Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced
Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


(i)               The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals
to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


(ii)              The
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not
violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;


(iii)           
Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the
Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)             This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by (A) bankruptcy,
insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors
generally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or
at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws;


(v)              The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation
of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would
have consequences that would materially and adversely




    	 	- 215 -	 



    	 	 



    

affect the financial condition of the Trustee
or might have consequences that would materially affect the ability of the Trustee to perform its duties hereunder or thereunder;


(vi)            No
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency
or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been
obtained prior to the Closing Date; and


(vii)            No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering
into or materially and adversely affect its ability to perform its obligations under this Agreement.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder
or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.


Section 2.08          
Representations and Warranties of the Certificate Administrator.


(a)           The
Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)               The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses,
permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


(ii)               The
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement
will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or constitute
a default (or an event which, with




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notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate
Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets;


(iii)              The
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may
be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


(v)             The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and
its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree
of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America
having jurisdiction, which violation would have consequences that would materially and adversely affect the financial condition of the
Certificate Administrator or might have consequences that would materially affect the ability of the Certificate Administrator to perform
its duties hereunder or thereunder;


(vi)            No
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency
or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such
approval has been obtained prior to the Closing Date; and


(vii)            No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of




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any of the representations and warranties
set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders,
the Uncertificated Interest Owners or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer
or the Certificate Administrator in any Trust Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written
notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan
Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


Section 2.09          
Representations, Warranties and Covenants of the Operating Advisor.


(a)           The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Uncertificated
Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate
Administrator, as of the Closing Date, that:


(i)               The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of
New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


(ii)              The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially
and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


(iii)             The
Operating Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable
bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability




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of provisions providing or purporting to
provide indemnification or contribution with respect to violations of securities laws;


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


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


(vii)         
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof;


(viii)        
The Operating Advisor is an Eligible Operating Advisor;


(ix)              The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over
the life of the Trust Fund; and


(x)               No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained
would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder
or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners,




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the Serviced Companion Loan Holders and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


Section 2.10          
Representations, Warranties and Covenants of the Asset Representations Reviewer.


(a)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer
and the Certificate Administrator, as of the Closing Date, that:


(i)               The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction in which a Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)               The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of
this Agreement by the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational documents
or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each
case, which does or is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations
under this Agreement;


(iii)             The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


(iv)            This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms
hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities
laws;


(v)              The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with




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the terms of this Agreement do not constitute
a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s good faith and reasonable judgment,
is likely to affect materially and adversely the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


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


(vii)           The
Asset Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies with the
requirements of Section 3.08 hereof;


(viii)        
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


(ix)              No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which,
if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations
hereunder.


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon
discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the
interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced Companion Loan Holder
or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party
discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative.



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Section 2.11          
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests, 360 Rosemary Regular Interests and 111
River Street Regular Interests.


The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loans and the delivery of the related Mortgage Files to
the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i),
declares that it holds the Mortgage Loans and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of
the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier
Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest
for the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner. Concurrently with such delivery
described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests, the
111 River Street Regular Interests, the Lower-Tier Residual Interest, the 360 Rosemary Residual Interest and the 111 River Street
Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the
assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC, as applicable, (ii) the Depositor hereby
conveys all right, title and interest in and to the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged,
(iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in
respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest)
and the Holders of the Non-Uncertificated VRR Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described
in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes
of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate
Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Uncertificated
VRR Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest,
the 360 Rosemary Residual Interest, the 111 River Street Residual Interest and the Upper-Tier Residual Interest), registered in the
names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and
interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting
the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest and the Uncertificated 111RR
Interest shall be issued and the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order
of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence.


Section 2.12          
Miscellaneous REMIC and Grantor Trust Provisions.


(a)           The
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LVRR Lower-Tier
Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Lower-Tier Residual Interest (evidenced by the Class R




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Certificates) is hereby designated as
the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The
Class L360A, Class L360B, Class L360C, Class L360D, Class L360E and Class L360RR 360 Rosemary Regular Interests are
hereby designated as “regular interests” in the 360 Rosemary REMIC within the meaning of Code Section 860G(a)(1), and
the 360 Rosemary Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the 360 Rosemary REMIC within the meaning of Code Section 860G(a)(2). The Class L111A, Class L111B,
Class L111C, Class L111D, Class L111E and Class L111RR 111 River Street Regular Interests are hereby designated as
“regular interests” in the 111 River Street REMIC within the meaning of Code Section 860G(a)(1), and the 111 River Street
Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests”
in the 111 River Street REMIC within the meaning of Code Section 860G(a)(2).


(b)          The
Non-Uncertificated VRR Retained Pooled Regular Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular Interest
are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


(c)           The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of Code Section 860G(a)(9).
The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of (i) the 360 Rosemary Regular Interests
and the 360 Rosemary Loan-Specific Certificates is the Rated Final Distribution Date for the rated 360 Rosemary Loan-Specific Certificates;
(ii) the 111 River Street Regular Interests, the Uncertificated 111RR Interest and the 111 River Street Loan-Specific Certificates is
the Rated Final Distribution Date for the rated 111 River Street Loan-Specific Certificates; and (iii) the Lower-Tier Regular Interests,
the Class VRR Upper-Tier Regular Interest and the Pooled Regular Certificates is the Rated Final Distribution Date for the rated Pooled
Certificates.


(d)          None
of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall
enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


(e)           The
Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S
Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor
trust” within the meaning of subpart E, part I of subchapter J of the Code. The Uncertificated VRR Interest shall constitute undivided
beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets, distributions thereon and
proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter
J of the Code.



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Section 2.13          
Bare Trust. Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this
Agreement is intended to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement
agree not to make any Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a
bare trust. For the avoidance of doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible
for any Canadian tax administration, or has any liability for any Canadian tax consequences.


 


 


Article
III



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBRODINATE COMPANION LOANS


Section 3.01          
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans AND Trust Subordinate Companion Loans; Sub-Servicing
Agreements; Outside Serviced Mortgage Loans.


(a)           The
Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans
and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service and administer
the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related Outside Serviced
Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund
and the Trustee (for the benefit of the Certificateholders and the Uncertificated Interest Owners (as a collective whole) or, with respect
to each Serviced Loan Combination, for the benefit of the Certificateholders, the Uncertificated Interest Owners and the related Serviced
Companion Loan Holder(s) as a collective whole as if such Certificateholders, the Uncertificated Interest Owners and such Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature
of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement) in accordance
with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Mortgage Loans
or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations, the related Co-Lender Agreement; and (iii) the
Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and
any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to
maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside Serviced Mortgage Loans)
and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power
and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of
this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in
connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised
in accordance with the Servicing




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Standard, in the best interests of the
Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced Loan Combination, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced
Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of the related
Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) other than
with respect to the Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf of the Certificateholders, the Uncertificated
Interest Owners, the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject
to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments
to or with respect to any documents contained in the related Mortgage File or defeasance of any Mortgage Loan or Serviced Companion Loan;
and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable
instruments, with respect to the Mortgage Loan (and any related Serviced Companion Loan) or the related Mortgaged Property; and (B) including
with respect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding of any
kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust.
Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to
any change of the terms of any Mortgage Loan or Serviced Companion Loan except under the circumstances described in Sections 3.03,
3.07, 3.09, 3.10 and 3.24 of this Agreement. The Master Servicer and Special Servicer shall service and administer
the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced Companion Loans and each related REO Property in accordance
with applicable law and the terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements
and shall provide to the Mortgagors any reports required to be provided to them thereby.


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to the Master
Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually
agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney in the form of Exhibit AA-2
to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer, and (iii) to the Master Servicer or
Special Servicer, as applicable, other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer
and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their
servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer,
the Special Servicer or any Sub-Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or
proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable,
representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding
is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master




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Servicer or the Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or
such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made
in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take
any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master
Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred
by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer
or its agents or subcontractors, as applicable.


(b)          Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Serviced
Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date
of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply
any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act,
or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed
by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its terms
to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts.
If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under
the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account,
the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the
occurrence of an event of default under the related Serviced Loan; provided that any such amounts may be used, if permitted under
the related Loan Documents, to defease the related Serviced Loan or, upon an event of default under the related Serviced Loan, to prepay
the Serviced Loan.


(c)           The
Master Servicer and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party that
has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any
such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the
Servicing Standard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the
related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase
Agreement from the Depositor, the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the applicable Mortgage
Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer or the Special
Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a
Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase
or a Repurchase Request Rejection; (v) the Master Servicer or the Special Servicer, as applicable, shall notify the applicable
Mortgage




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Loan Seller of any such agreement (other
than any Sub-Servicing Agreement in place on the Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing
Agreement by the related Sub-Servicer (other than an assignment to the Master Servicer (in the case of a Sub-Servicer engaged by the Master
Servicer) or the Special Servicer (in the case of a Sub-Servicer engaged by the Special Servicer)) shall be subject to the prior written
consent of the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification
of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably
withheld, conditioned or delayed) if the Master Servicer or the Special Servicer, as applicable, determines that, as a result of such
amendment or modification, the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation AB that
(1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation
AB and services 20% or more of the pool assets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed by the
Trustee or its designee (if the Trustee or its designee has assumed the duties of the Master Servicer or the Special Servicer, as applicable)
or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming party or the Trust
Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to
Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit of the Certificateholders,
the Uncertificated Interest Owners and the related Companion Loan Holder (if applicable) and the Trust (as holder of the Lower-Tier
Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street 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 herein) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Master Servicer or Special Servicer, as applicable, any successor master servicer or special servicer or any Certificateholder (or
the related Companion Loan Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (ix) any such Sub-Servicing Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the
Sub-Servicer fails (A) to deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement)
any Exchange Act reporting items required to be delivered to the Master Servicer, the Special Servicer, the Certificate Administrator
or the Depositor under Article X or under the Sub-Servicing Agreement or to the master servicer or other applicable party under
any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting
items required for any party to this Agreement to perform its obligations under Article X or under the Exchange Act reporting requirements
of any other pooling and servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with
the requirements set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing
Agreement to take (or determine not to take) action with respect to Major




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Decisions or Special Servicer Decisions
without the consent of the Master Servicer (in the case of Sub-Servicers engaged by the Master Servicer) or the Special Servicer (in the
case of Sub-Servicers engaged by the Special Servicer); and (xi) no Sub-Servicer shall be the Operating Advisor, the Asset Representations
Reviewer or any of their respective Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties
to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the
provisions of this Section 3.01(c). The Master Servicer and the Special Servicer shall each be responsible for paying the servicing
fees of any Sub-Servicer retained by it. The Master Servicer or the Special Servicer, as applicable, shall, upon request, provide a copy
of each Sub-Servicing Agreement (and any assignment thereof) entered into by it to the Depositor. A Sub-Servicer may be an affiliate of
the Depositor, the Master Servicer or the Special Servicer. Notwithstanding the foregoing, the Special Servicer may not enter into any
Sub-Servicing Agreement which provides for the performance by third parties of any or all of its obligations under this Agreement without,
with respect to any Mortgage Loan other than an Excluded Mortgage Loan and prior to the occurrence and continuance of a Control Termination
Event, the consent of the Controlling Class Representative, except to the extent necessary for the Special Servicer to comply with applicable
regulatory requirements.


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer,
shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders and the Uncertificated
Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities (including, without
limitation, any obligation to pay any termination fee to any Sub-Servicer as a result of the termination of any Sub-Servicing
Agreement) with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein
may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


As part of its servicing
activities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee, the Certificateholders, the
Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders,
the Uncertificated Interest Owners, the Serviced Companion Loan Holders or the Trust) monitor the performance and enforce the obligations
of each of its Sub-Servicers under the related Sub-Servicing Agreement (except that, to the extent provided in Article X
hereof, the Master Servicer shall be required only to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer
to comply with the requirements of Article X hereof). Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard and
the terms of this Agreement. Each of the Master Servicer and the Special Servicer shall have the right to remove a Sub-Servicer retained
by it in accordance with the terms of the related Sub-Servicing Agreement.




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(d)          If the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master
Servicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,
to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall,
without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the
Master Servicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer or the
Special Servicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master
Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s or the
Special Servicer’s, as applicable, interest therein (but not any liabilities or obligations in respect of acts or omissions of
the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer
or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub Servicing Agreement
had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer or the Special Servicer,
as applicable, shall not thereby be relieved of any liability or obligations under such Sub Servicing Agreement that accrued prior to
the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable.


In the event that the Trustee
or any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of the Master Servicer or the Special
Servicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, the
Master Servicer or the Special Servicer, as applicable, shall at its own expense deliver or cause to be delivered to the Trustee or such
successor Master Servicer or successor Special Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement
and the Trust Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use
its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer or successor Special Servicer, as applicable.


(e)           The
parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan and any related Trust Subordinate
Companion Loan, and of the related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with
respect to the allocation of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust,
as holder of the related Mortgage Loan and any related Trust Subordinate Companion Loan, and to the related Serviced Companion Loan Holder(s);
(ii) with respect to the allocation of expenses and losses relating to such Serviced Loan Combination to the Trust, as holder
of the related Mortgage Loan and any related Trust Subordinate Companion Loan, and to the related Serviced Companion Loan Holder(s);
(iii) any consultation, consent and Special Servicer appointment rights of a related Serviced Companion Loan Holder or its Companion
Loan Holder Representative, including those specified in this Agreement; (iv) any right of a related Companion Loan Holder to
attend (in-person or telephonically) annual meetings with the Master Servicer or the Special Servicer, as applicable, upon reasonable
notice and at times reasonably




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acceptable to the Master Servicer or
the Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced Loan Combination; (v) any
right of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (vi) any right of a
related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any other related Serviced
Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer (if such Serviced Loan
Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has become a Specially Serviced
Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to the related Serviced Companion
Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer or special servicer for the related
Other Securitization Trust, on its behalf, all notices, reports, statements and communications to be delivered by the holder of the related
Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and
perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related
Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein
pursuant to any Co-Lender Agreement for a Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and a Co-Lender
Agreement with respect to a Serviced Pari Passu Loan Combination, the terms of such Co-Lender Agreement shall control with respect
to such Serviced Pari Passu Loan Combination.


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject to the
rights of the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating Advisor
(to the extent set forth in Sections 3.29(f) and (g)), the Master Servicer (if such Serviced Outside Controlled Mortgage Loan
is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special Servicer (if
such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled Mortgage Loan is a
Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled to exercise the rights
and powers granted under the related Co-Lender Agreement to the “Non-Controlling Note Holder” (as such term or any
analogous term is defined in the related Co-Lender Agreement).


(f)            Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any
Companion Loan other than a Trust Subordinate Companion Loan and (b) if the Mortgage Loan and any related Trust Subordinate Companion
Loan (or the related REO Property) that is part of a Serviced Loan Combination is no longer part of the Trust Fund, neither the Master
Servicer nor the Trustee, as the case may be, shall have any obligation to make any Property Advance on such Serviced Loan Combination.
If pursuant to the foregoing sentence, the Master Servicer does not intend to make a Property Advance with respect to a Serviced Loan
Combination that the Master Servicer would have made if the related Mortgage Loan or REO Property were still part of the Trust Fund,
the Master Servicer shall promptly notify the holder of the related Serviced Companion Loan of its intention to no longer make such




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Property Advances and shall additionally
promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property
Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master
Servicer shall deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced
Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies
of all financial statements collected from the related Mortgagor for the most recent calendar year and the prior calendar year, (iii) a
copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for
the current calendar year and the prior calendar year.


(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to
each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced Mortgage Loans are limited
by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside Servicer
and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement. The parties further recognize
the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan Holders (or the representatives
thereof) under each respective Co-Lender Agreement including with respect to the allocation of collections on or in respect of an
Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master Servicer shall cooperate with the
Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by the Trustee (as holder of the
Outside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable Outside Servicing Agreement. The Master
Servicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee) shall take such actions as it shall
deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan by the related Outside Servicer and the
related Outside Special Servicer, including, but not limited to, delivering appropriate requests for release to the Custodian (if any) in
order to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special Servicer under
the applicable Outside Servicing Agreement.


To the extent that the Trust,
as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders and the Uncertificated Interest Owners, is entitled
to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any
consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous term
is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property
or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous term
is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by the appropriate
party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)
shall actually exercise such consent, approval or consultation




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rights, and the respective parties to this
Agreement shall take such actions as are reasonably necessary to allow the following party or parties to exercise such consent, approval
or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights, in each case in accordance with Section 3.01(i);
and (b) the Controlling Class Representative (unless a Consultation Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) shall exercise any such consultation rights entitled to be exercised by the holder of such Outside
Serviced Mortgage Loan in accordance with Section 3.01(i). The Master Servicer shall only be obligated to forward any requests
received from the Outside Servicer or the Outside Special Servicer, as applicable, for such consent and/or consultation to the Special
Servicer (who shall forward any such request to the Controlling Class Representative except if a Control Termination Event or Consultation
Termination Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan
and, following the occurrence and during the continuance of a Control Termination Event, to the Operating Advisor), and the Master Servicer
shall have no right or obligation to exercise any such consent or consultation rights.


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control Termination Event
has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for the benefit of the Certificateholders
and the Combined Uncertificated VRR Interest Owner, will have the right (exercisable in its sole discretion), to the extent provided in
the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person or telephonically) annual
meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice and at times reasonably
acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing servicing issues
related to such Outside Serviced Loan Combination.


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation or
authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable Outside
Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion Loan related
to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information to the Trustee
or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan related to an Outside
Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside Servicer or the related
Outside Special Servicer, as applicable.


(h)          The
parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective Co-Lender
Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the




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related Outside Serviced Mortgage Loan
and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside Special
Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside Serviced
Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside Serviced
Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside Serviced
Loan Combination shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement as if such
agreement was still in full force and effect with respect to the related Outside Serviced Loan Combination, until such time as a new servicing
agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification
or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other requirements applicable to
the related Outside Serviced Mortgage Loan.


(i)            The
parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender
Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations
of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to the
allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance with the related
Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that, pursuant to the
related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) are to be serviced
and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement,
and that payments allocated to each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans pursuant to the applicable
Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related Outside Servicer. Although each Outside
Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer and the Special Servicer hereunder for each such
Outside Serviced Mortgage Loan shall have certain duties as set forth herein and shall constitute the “Master Servicer” and
“Special Servicer” hereunder with respect to each such Outside Serviced Mortgage Loan.


If there are at any time
amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or
the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the
applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special Servicer, Trustee,
Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment of, or other loan-level
action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or amendment of the applicable Outside Servicing
Agreement or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject
to the operation of the provisions below in this paragraph), the party hereto that receives such




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request shall (but in the case of the Master
Servicer subject to the limitation that it shall only be required to deliver any such request to the Special Servicer) promptly deliver
a copy of such request to the Controlling Class Representative (if no Control Termination Event (in the case of consent rights) or
Consultation Termination Event (in the case of consultation rights) exists and such Outside Serviced Mortgage Loan is not an Excluded
Mortgage Loan) or to the Special Servicer (if a Control Termination Event (in the case of consent rights) or Consultation Termination
Event (in the case of consultation rights) exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), as applicable,
and, following the occurrence and during the continuance of a Control Termination Event, to the Operating Advisor, and (a) any such consent
rights shall be exercised by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special
Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan); and provided,
further, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without Rating
Agency Confirmation, then the Controlling Class Representative or the Special Servicer, as applicable, shall not exercise any such
right of consent without first having obtained (or having caused the related Outside Servicer or Outside Special Servicer to obtain) or
received such Rating Agency Confirmation (payable at the expense of the party making such request for consent or approval if such requesting
party is a Certificateholder, a Combined Uncertificated VRR Interest Owner or a party to this Agreement, and otherwise payable from the
Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination
event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable, shall
notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with the instructions of (prior to the occurrence
of a Control Termination Event) the Controlling Class Representative in accordance with the applicable Outside Servicing Agreement
with respect to such termination event (provided that the Master Servicer shall only be required to comply with such instructions if such
instructions are in accordance with the applicable Outside Servicing Agreement and not inconsistent with this Agreement); provided
that, if such instructions are not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response
time as is afforded under the applicable Outside Servicing Agreement) or if a Control Termination Event exists or if the Master Servicer
is not permitted by the applicable Outside Servicing Agreement to follow such instructions, then the Master Servicer shall take such action
or inaction (to the extent permitted by the applicable Outside Servicing Agreement), as directed in writing by the Holders of the Certificates
evidencing at least 25% of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by
the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the applicable
Outside Servicing Agreement. Subject to the foregoing, during the continuation of any termination event with respect to the related Outside
Servicer or Outside Special Servicer under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of
all




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judicial, administrative and other proceedings
and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer,
Special Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer
out of the Collection Account. If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator
receives such request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside Servicing
Agreement for consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related
Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Outside
Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement, then the
Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating
Agency Confirmation from each Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee,
if such requesting party is a Certificateholder, a Combined Uncertificated VRR Interest Owner or a party to this Agreement, and otherwise
payable from the Collection Account) with respect to such consent or approval, and (b) unless a Control Termination Event has occurred
and is continuing or the related Outside Serviced Mortgage Loan is an Excluded Mortgage Loan, the Trustee shall have obtained the consent
of the Controlling Class Representative. The Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
(each, a “Notifying Party”) shall each promptly forward all material notices or other communications delivered to it
in connection with the applicable Outside Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge
that such other Notifying Party (i) was copied on such original notice or communication or (ii) actually received such notice or communication),
the Operating Advisor, the Controlling Class Representative (if a Consultation Termination Event does not exist) and the Depositor
and, if such notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13)
if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5
Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance
with Section 12.13); provided that, notwithstanding the foregoing, the Special Servicer shall have no obligation to
forward any such notice or communication under this provision unless (A) the Special Servicer is the only addressee of such notice or
communication or (B) there is no addressee on such notice or communication. Any obligation of the Master Servicer or Special Servicer,
as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative,
the Combined Uncertificated VRR Interest Owner and the Certificateholders with respect to any Outside Serviced Mortgage Loan shall be
dependent on its receipt of the corresponding information and collections from the related Outside Servicer or the related Outside Special
Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate
with the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative, in each case as and
when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set forth in this Section 3.01
with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer shall have no right or




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obligation to exercise any consent or consultation
rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


(j)            With
respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


(i)               pursuant
to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated to
make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses” (as each
such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced Mortgage
Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata share of the holder(s)
of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced
Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing Advance” or “Nonrecoverable
Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (as each such term or any
analogous term is defined in the related Outside Servicing Agreement), but only to the extent that they relate to servicing and administration
of such Outside Serviced Mortgage Loan, including without limitation, any unpaid “Special Servicing Fees,” “Liquidation
Fees” and “Workout Fees” (as each such term or any analogous term is defined in the related Outside Servicing Agreement)
relating to such Outside Serviced Mortgage Loan; and in the event that the funds received with respect to the related Outside Serviced
Loan Combination are insufficient to cover “Servicing Advances,” “Property Advances” or “Additional Trust
Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the
servicing and administration of the related Outside Serviced Loan Combination, (i) the Master Servicer shall, promptly following
notice from the related Outside Servicer, reimburse the related Outside Servicer, the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to
the related Outside Servicer, who shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata
share (such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion
Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement), and (ii) if
the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization Trust’s general
account, then the parties to this Agreement




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hereby acknowledge and agree that the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share (such
pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust
Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the
servicing and administration of such Outside Serviced Loan Combination;


(ii)          with
respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust established
under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect of other mortgage loans
in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement) the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the related Outside
Operating Advisor and the related Outside Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent
such parties are identified as “Indemnified Parties” in the related Outside Servicing Agreement in respect of other mortgages
included in such Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i) and
the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of such Outside Serviced Mortgage Loan and the related
Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services
for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement (collectively, the “Pari Passu Indemnified
Items”) to the extent of the Trust’s pro rata share (such pro rata share and the pro rata share
of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such
Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent
amounts on deposit in the “Serviced Loan Combination Collection Account”, “Serviced Pari Passu Companion Loan Custodial
Account”, “Whole Loan Custodial Account” or “Loan Combination Custodial Account” (as each such term or
any analogous term is defined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the related Outside
Servicing Agreement that are allocated to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such
Indemnified Party shall be entitled to be reimbursed by the Trust (including out of




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general collections in the Collection Account)
for the Trust’s pro rata share of the insufficiency;


(iii)           
to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender
Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with
those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and any Outside
Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall the Master
Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Outside
Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing
Standard or REMIC Provisions; and


(iv)             each
Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating
Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


(k)          To
the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for
the related Mortgage Loan in accordance with such Loan Documents.


(l)            In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable
Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals and entities
which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to provide to the Master
Servicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to
such party in order to enable the Master Servicer to comply with Applicable Laws; provided that the Master Servicer shall be responsible
for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


Section 3.02          
Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing
agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer,
as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any
Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and
primarily liable to the Trustee, the Certificate Administrator, the Certificateholders, the Combined Uncertificated VRR Interest Owner
and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage
Loans) and the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or
liability by virtue of such Sub-Servicing Agreements, primary




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servicing agreements or arrangements or by
virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the
same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the
Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer or the Special Servicer,
as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer
or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


Section 3.03          
Collection of Certain Mortgage Loan Payments.


(a)           The
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for under the terms
and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard with respect to such
collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in compliance
with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full); provided, further, that, with respect to any ARD Mortgage
Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess
cash flow to principal in accordance with the terms of the Loan Documents. For clarification, no obligation of the Master Servicer or
the Special Servicer to use reasonable efforts to collect fees from the related Mortgagor will change the obligation of the Master Servicer
to pay such fees from general collections or other proceeds in accordance with Section 3.06(a) and Section 3.06A(a)
of this Agreement, whether or not such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the
related Mortgagor. The Master Servicer, with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the
Specially Serviced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other reporting information from
Mortgagors (as required under the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty
Charges in connection with any delinquent Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage
Loan) or Serviced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or
required under Section 3.21 of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside Serviced
Mortgage Loan), if the related Loan Documents provide for the annual or quarterly testing of financial conditions of the related Mortgagor
and/or Mortgaged Properties (e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio




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tests) in connection with cash-management
triggers or the commencement of additional required escrow payments, the Master Servicer (with respect to Performing Serviced Loans) or
the Special Servicer (with respect to Specially Serviced Loans), as applicable (only to the extent the related information required for
such testing is to be delivered to the Master Servicer and/or the Special Servicer, as applicable, pursuant to the related Loan Documents
and is actually delivered to the Master Servicer and/or the Special Servicer, as applicable), shall use reasonable efforts to conduct
such financial testing within the timeframes contemplated by such Loan Documents, if any. Furthermore, in accordance with this Section 3.03(a),
with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), the Master Servicer (with respect to Performing Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, shall use reasonable efforts to collect financial
statements from the related Mortgagor for the periods set forth in the related Loan Documents (e.g., and as applicable, for the entire
fiscal year where annual reporting is required).


(b)          If
the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess Interest
was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that the Master Servicer
will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master Servicer shall notify the Certificate
Administrator no later than two Business Days prior to such Distribution Date by means of a clearly labeled item in the CREFC®
Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall
be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements shall not, however,
be construed to limit the provisions of Section 3.03(a) of this Agreement.


(c)           With
respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the related
Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside Operating
Advisor (A) promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan, promptly upon the related Servicing
Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit FF-3,
Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7, Exhibit FF-8
or Exhibit FF-9 attached hereto, as applicable, stating that, as of the Closing Date (or the related Servicing
Shift Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each such recipient to remit
to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to, the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the applicable Outside
Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder” under the
related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent
change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder”
under the related




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Co-Lender Agreement (together with
the relevant contact information). Upon request of the Certificate Administrator, the Master Servicer shall provide its wire instructions
for inclusion in the written notices referred to in the previous sentence. The Master Servicer shall, within one (1) Business Day of receipt
of properly identified funds, deposit into the Collection Account all amounts received with respect to each Outside Serviced Mortgage
Loan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO Property; provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such
amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of
receipt of such amounts.


(d)          With
respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly
Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with the terms
of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice
of such failure to the related Outside Servicer and the related Outside Trustee.


Section 3.04          
Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


(a)          With
respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect to each
related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or may become a
lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, to the extent
such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment of such items
(including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties prior to the
applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related
Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing Standard
that a Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make any such payment or, with
respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance
with the Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary,
the Master Servicer may in accordance with the Servicing Standard elect (but is not required) to make (and in the case of a Specially
Serviced Loan, at the direction of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection
Account that would otherwise be a Property Advance with respect to a Serviced Trust Loan notwithstanding that the Master Servicer or
the Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making
the payment (x) would prevent (i) the related




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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 Trust Loan, or (y) would remediate any adverse environmental condition or circumstance at the
related Mortgaged Property, if, in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance
with the Servicing Standard that making the payment is in the best interest of the Certificateholders, the Uncertificated Interest Owners
and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Certificateholders, the Uncertificated Interest Owners
and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of the related Subordinate Companion Loan(s))). If the Special Servicer makes such a determination, it
shall notify the Master Servicer and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the
Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions
to Certificateholders and the Uncertificated Interest Owners, be added to the amount owing under the related Trust Loans, notwithstanding
that the terms of such Trust Loans so permit.


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or
more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within
two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow
Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement
and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property
pursuant to the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require
or permit it to be held in an account that is not an Eligible Account) in accordance with the terms of the related Loan Documents) and
(subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “KeyBank National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee for the benefit of the registered Holders of BMO
2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, the Uncertificated Interest Owners,
the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by the Master Servicer
only:


(i)               to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of the related
Mortgage Loan or Serviced Loan Combination, as applicable;


(ii)              to
transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer, the
Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow
Payments, but only from amounts




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received with respect to the related Mortgage
Loan or Serviced Loan Combination, as applicable, which represent late collections of Escrow Payments thereunder;


(iii)             for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Loan
Combination, as applicable, and the Servicing Standard;


(iv)            to
clear and terminate such Escrow Account upon the termination of this Agreement;


(v)              to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan Combination,
as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors pursuant
to the related Loan Documents; and


(vi)             to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


(c)           In
the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay
the related Trust Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Trust Loan, then the
Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.


(d)          Unless
required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows or reserves
established with respect to any Trust Loan as a prepayment of such Trust Loan if no event of default has occurred under such Trust Loan.


(e)           To
the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced
Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be
made to Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report
the then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related Mortgage
Loan or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan Combination and report any
such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations
are required to be or to have been taken or completed.



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Section 3.05          
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution Account;
and Legal Fee Reserve Account.


(a)           The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee, for
the benefit of the Certificateholders, the Uncertificated Interest Owners and the Trustee as the Holder of the Lower-Tier Regular
Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests. The Collection Account shall be established
and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be assets of
the Lower-Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection Account any amounts
to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i) of this Agreement,
and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein pursuant to Section 3.07(b)
of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account.
In addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account, within one (1) Business Day
following receipt of properly identified funds, (x) all Net Liquidation Proceeds received on or with respect to a Trust Loan related
to a Serviced Loan Combination in connection with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation
Event” in this Agreement, and (y) without duplication, the following payments and collections received or made by it on
or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination):


(i)               all
payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds;


(ii)              all
payments on account of interest on such Mortgage Loans (including Excess Interest);


(iii)           
all Yield Maintenance Charges on such Mortgage Loans;


(iv)             all
amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in the
Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


(v)             all
Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


(vi)            any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any
recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related
Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


(vii)         
any Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement;




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(viii)       
 with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, any Initial Interest Deposit Amount remitted
by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage Loan Purchase Agreement; and


(ix)              any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special
Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement; provided, however,
that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are
received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,
review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted
by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent
Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation received with respect to such Mortgage Loans in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent
Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation
or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)
(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the
other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if
Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party
is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges
or Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute
servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall
not deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv)
of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein,
it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number of the
Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent change thereof.




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Upon receipt of any of the
amounts described in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph with respect to a Mortgage
Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but in no event later than
one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer for deposit into the Collection
Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason; provided, however,
that to the extent any amounts described in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph are
received after 2:00 p.m. Eastern time on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts to the Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event, the Special
Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of properly identified funds. With respect
to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of
the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be
so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer
with respect to an REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination)
shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted
by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the
Collection Account, all in accordance with Section 3.16 of this Agreement.


(b)          The
Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution
Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders and the Uncertificated
Interest Owners. The Certificate Administrator shall establish and maintain the 360 Rosemary REMIC Distribution Account in the name of
the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the 360 Rosemary Loan-Specific Certificates.
The Certificate Administrator shall establish and maintain the 111 River Street REMIC Distribution Account in the name of the Certificate
Administrator on behalf of the Trustee, for the benefit of the Holders of the 111 River Street Loan-Specific Certificates and the
Uncertificated 111RR Interest Owner. Each of the foregoing accounts shall be non-interest bearing and shall be established and maintained
as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to each Distribution Date, on or before such Distribution
Date, the Certificate Administrator shall be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution
Account, the 360 Rosemary REMIC Distribution Account and the 111 River Street REMIC Distribution Account as set forth in Section 4.01
of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the 360 Rosemary REMIC Distribution Account and the 111 River Street REMIC Distribution Account as set forth in
Section 4.01 hereof, and shall cause the Available Funds (including P&I Advances) and Yield Maintenance Charges to
be distributed in respect of the applicable Certificates and Uncertificated VRR Interest, pursuant to Section 4.01 hereof
on such date.




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(c)           The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation
Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf
of the Trustee for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner. The Excess Liquidation Proceeds
Reserve Account shall be non-interest bearing and shall be maintained separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Certificate Administrator and other accounts of the Certificate Administrator.


Upon the disposition of any
REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds,
if any, realized in connection with such sale. The Special Servicer shall withdraw from each applicable REO Account and remit to the Master
Servicer for deposit into the Collection Account on a monthly basis prior to the related Master Servicer Remittance Date the Excess Liquidation
Proceeds received or collected from each REO Property during the related Collection Period, along with a notation of the amount of such
Excess Liquidation Proceeds in the CREFC® REO Liquidation Report. On the related Master Servicer Remittance Date, the Master
Servicer shall remit the Excess Liquidation Proceeds received from the Special Servicer pursuant to the immediately preceding sentence
to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation
Proceeds Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future
Realized Losses and other shortfalls in payments on the Pooled Regular Certificates and the Combined Uncertificated VRR Interest, as determined
by the Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each
case after application in accordance with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to
the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest.


(d)          [RESERVED]


(e)            Prior
to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess Interest is received
on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement,
the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator
on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner.
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection
Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest
Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


The Certificate Administrator
shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions
of Excess Interest required by Section 4.01(k) of this Agreement.




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Following the distribution
of Excess Interest to the Holders of the Excess Interest Certificates and the Combined Uncertificated VRR Interest Owner on the first
Distribution Date after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the
Excess Interest Distribution Account.


(f)            Notwithstanding
anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the 360
Rosemary REMIC Distribution Account, the 111 River Street REMIC Distribution Account, the Excess Interest Distribution Account, the Excess
Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account; provided
that each of them shall be treated as a separate account for purposes of deposits and withdrawals under this Agreement.


(g)          If
any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain one or more
accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for the benefit of the
Certificateholders and the Uncertificated Interest Owners, for purposes of holding such Loss of Value Payments. Each account that constitutes
the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall
be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset
of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the
Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders and the Uncertificated
Interest Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional
compensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related
Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The
applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for all federal
income tax purposes, and shall be taxable on all income earned thereon.


(h)          For
the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and the related
portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, and the Upper-Tier REMIC
Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier
REMIC, the 360 Rosemary REMIC Distribution Account and the related portion of the Interest Reserve Account (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the 360 Rosemary REMIC and the 111 River Street REMIC Distribution
Account and the related portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such




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accounts) will be owned by the 111 River
Street REMIC, each for federal income tax purposes.


(i)            On
the Closing Date, the Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account.
Funds held in the Legal Fee Reserve Account shall remain uninvested. The Legal Fee Reserve Account shall be accounted for as an outside
reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. 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 “BMO 2022-C1 - Legal Fee Reserve Account”. The Legal Fee Reserve
Account will not be a part of the Trust Fund, any Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no
responsibility in connection therewith.


 


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


 


Section 3.05ALoan
Combination Custodial Account.


(a)           The
Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts,
which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination Custodial
Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name
of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, Uncertificated Interest Owners and the related
Serviced Companion Loan Holder(s), as their interests may appear; provided that a Loan Combination Custodial Account may be a
sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account
for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account or
a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial Account,
within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer, when otherwise
required to be so deposited under this Agreement), the following payments and




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collections received or made by it on
or with respect to the related Serviced Loan Combination:


(i)               all
payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


(ii)               all
payments on account of interest on the related Serviced Loan Combination;


(iii)           
all Yield Maintenance Charges on the related Serviced Loan Combination;


(iv)            any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


(v)              all
amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan Combination
Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related REO Account pursuant
to Section 3.16(b) of this Agreement;


(vi)            all
Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than any Net Liquidation Proceeds received on or in respect of the related Trust Loan in connection with any of the events described
in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


(vii)            any
amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to
be retained by the Master Servicer as provided herein;


(viii)       
with respect to each Trust Loan related to a Serviced Loan Combination that accrues interest on an Actual/360 Basis, any Initial
Interest Deposit Amount remitted by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage
Loan Purchase Agreement; and


(ix)              any
other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the Master
Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


provided, however, that to the
extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to




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deposit such amounts into the related Loan
Combination Custodial Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit
such amounts into the related Loan Combination Custodial Account within two (2) Business Days of receipt thereof.


(b)          The
foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional
Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review
fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
received with respect to the Serviced Loan Combinations in accordance with Section 3.12 of this Agreement; provided that
if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special
Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in
the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other
party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special
Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled
pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer and the Special Servicer
shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Serviced
Loan Combination into the related Loan Combination Custodial Account and shall instead apply such fees (except to the extent not permitted
under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master
Servicer deposits in a Loan Combination Custodial Account any amount not required to be deposited therein, it may at any time withdraw
such amount from such Loan Combination Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall
give written notice to the Certificate Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location
and account number of each Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion
Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained
as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed
securities of other series and the other accounts of the Master Servicer.


(c)           Upon
receipt of any of the amounts described in clauses (i) through (vii) and (ix) of Section 3.05A(a)
with respect to a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one (1) Business Day after
receipt of




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properly identified funds, remit such
amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because
of a restrictive endorsement or other appropriate reason; provided, however, that to the extent any amounts described in clauses
(i) through (vii) and (ix) of the last sentence of the second preceding paragraph are received after 2:00 p.m. Eastern time on any given
Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts to the Master Servicer within one (1)
Business Day of receipt of properly identified funds but, in any event, the Special Servicer shall remit such amounts to the Master Servicer
within two (2) Business Days of receipt of properly identified funds. With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement
or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Serviced
Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer,
remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit
into the related Loan Combination Custodial Account, all in accordance with Section 3.17 of this Agreement.


Section 3.06          
Permitted Withdrawals From the Collection Account.


(a)              
The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the
related Co-Lender Agreement and Section 3.14 of this Agreement:


(i)                  to
remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account in respect of the Mortgage Loans (or the applicable Trust Subordinate Companion Loan REMIC Distribution Account in respect of
a Trust Subordinate Companion Loan), the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation
Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e), 3.23,
4.01(a)(i) and/or Section 4.06(a) of this Agreement, respectively;


(ii)             
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts)
and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement
of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant
to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders)
of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net




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REO Proceeds, Net Insurance Proceeds and
Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance was made, if applicable
(provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty
Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed
Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges
and Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient,
then from general collections on deposit in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans
or Trust Subordinate Companion Loans that are part of a Serviced Loan Combination and any related Advance Interest Amounts (provided
that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest
Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation
Proceeds on or in respect of the particular Mortgage Loan, Trust Subordinate Companion Loan or REO Property respecting which such Advance
was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv) and
(vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances with respect to Mortgage Loans and any related Advance Interest Amounts (or portion thereof) that
have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced
Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination Custodial
Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage Loans
and REO Properties, and second, to the extent the principal portion of general collections is insufficient and with respect to
such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27 of
this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement
Amounts with respect to Mortgage Loans and Advance Interest Amounts thereon, first, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second,
upon a determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement
Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect
to each Mortgage Loan or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement Amounts and
Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not
reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


(iii)             
to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the




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portion of the Servicing Fee that represents
Excess Servicing Fees in accordance with Section 3.12 of this Agreement) and to the Special Servicer, as applicable, as compensation,
the aggregate unpaid Servicing Fee with respect to Mortgage Loans and Trust Subordinate Companion Loans (to the extent not otherwise required
to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, and Special Servicing
Compensation (if any) in respect of the immediately preceding Interest Accrual Period or Collection Period, as applicable, to be paid,
in the case of the Servicing Fee, from interest received on the related Mortgage Loan or Trust Subordinate Companion Loan, and to pay
from time to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general collections; provided,
however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Loan Combination or related REO Loan
Combination or a Trust Subordinate Companion Loan or related REO Companion Loan, (A) Servicing Fees may be paid out of the Collection
Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage
Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Companion Loan, as applicable, which Net Liquidation Proceeds were received
in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”
and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that such
Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement and, in the case of a Trust Subordinate Companion Loan or any related REO Companion Loan, only out of related Net Liquidation
Proceeds received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation
Event”;


(iv)              in
accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general
collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any
unreimbursed expense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable
Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.03
of this Agreement in connection with such Material Defect or out of the enforcement of the repurchase or substitution obligation
or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement
in connection with such Material Defect, together with interest thereon at the Advance Rate from the time such expense was incurred to,
but excluding, the date such expense was reimbursed, but only to the extent that such expenses are not otherwise reimbursable, each such
Person’s right to reimbursement pursuant to this clause (iv)




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with respect to any Mortgage Loan or Trust
Subordinate Companion Loan being subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan or Trust Subordinate
Companion Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents
such expense in accordance with clause (f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount
less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance
pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled
to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the
Material Defect claim, or payment of such Loss of Value Payment, as the case may be;


(v)               to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund with
respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e) of this Agreement
and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided
that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv)
of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto, shall be paid from
the Collection Account as provided in this clause (v));


 


(vi)              to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts),
unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated or a
Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation, unpaid Operating Advisor Fees,
unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fee is actually received from the
related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid Asset Representations Reviewer Asset Review Fee
(to the extent such fee is payable by the Trust), unpaid CREFC® Intellectual Property Royalty License Fees and other unpaid
items incurred by or owing to such Person pursuant to Section 2.03(h)(vi), Section 2.03(j)(viii), the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c),
Section 3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a),
Section 8.05(b), Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07
of this Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment
from the Trust Fund, in each case only to the extent expressly reimbursable under such Section , it being acknowledged that this
clause (vi) shall not be deemed to modify the substance of any such Section , including the provisions of such




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Section that set forth the extent
to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage
Loan that is part of a Serviced Loan Combination and each Trust Subordinate Companion Loan, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan Combination and, if not reimbursed pursuant
thereto, shall be paid from the Collection Account as provided in this clause (vi), and provided, further, that fees
and compensation to any party with respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from
the Collection Account pursuant to this clause (vi)) (except in the case of a Trust Subordinate Companion Loan or successor REO Companion
Loan, but only out of related Net Liquidation Proceeds received in connection with any of the events described in clause (iii), (iv) and
(vii) of the definition of “Liquidation Event”);


(vii)           
to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount
reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on
any Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


(viii)          
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


(ix)            
to make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred
to the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of this Agreement;


(x)              
to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


(xi)             
to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


If and to the extent that
the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above for
any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination that represents
the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property Advance or Advance Interest
Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)), the Master Servicer (with respect
to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall use efforts consistent with the
Servicing Standard to collect such amounts out of collections on such Serviced Companion Loan (or, if and to the extent permitted under
the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with
respect to such Serviced Companion Loan, the “Trust




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Reimbursement Amount No.1”) collected
from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing Agreement
by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence of manifest
error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i) through (ix) of the third preceding paragraph.


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the
Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account,
amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer,
an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer of the Trustee or the Certificate
Administrator, as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the
Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is entitled (unless
such payment to the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required). The Master Servicer
may rely conclusively on any such written statement and shall have no duty to recalculate the amounts stated therein. The parties seeking
payment pursuant to this Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal
from each Collection Account, on a loan-by-loan basis.


With respect to each Outside
Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer, the related
Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, therefrom based
upon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following the immediately preceding
Determination Date, describing the item and amount to which the related Outside Servicer, the related Outside Special Servicer, the related
Outside Certificate Administrator or the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively
on any such certificate and shall have no duty to re-calculate the amounts stated therein.




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The Trustee, the Custodian,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders and the Combined Uncertificated VRR Interest
Owner to any funds (or, if applicable, to any expressly specified funds) on deposit in the Collection Account from time to time for the
reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special Servicing
Compensation, Advances, Advance Interest Amounts, Workout-Delayed Reimbursement Amounts, Operating Advisor Fees, Operating Advisor Consulting
Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), Asset Representations
Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the extent such fee is payable by the Trust), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses hereunder
(including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed
or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third
party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).


(b)              The
Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by
the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein.
If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to
in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of
this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator
shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to
the Master Servicer by facsimile transmission sent to telecopy number 877-379-1625 (or such alternative number provided by the
Master Servicer to the Certificate Administrator in writing) and by electronic mail at andrew_j_lindenman@keybank.com (or such alternative
electronic mail address provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any
event before 5:00 p.m., New York City time, on such day; provided, however, that the Master Servicer will pay the
Certificate Administrator interest on such late payment at the Prime Rate until such late payment is received by the Certificate Administrator.


(c)               If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, any Trust Subordinate
Companion Loan or any related REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer
(provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have
provided the Master Servicer and the Special Servicer with five Business Days’




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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 (or, in the case of clause (v) below, to the applicable Mortgage Loan Sellers), for the following
purposes:


(i)                 to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
or any related REO Property (together with any related Advance Interest Amounts);


(ii)             
(A) to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense relating to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property that constitutes
or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense, and (B) to pay, in accordance with
Section 3.06(a) of this Agreement, any unpaid Liquidation Fee due and owing to the Special Servicer in connection with the
receipt of such Loss of Value Payments;


(iii)           
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
or related REO Property (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such
Mortgage Loan (or any related successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (or any related successor
REO Companion Loan with respect thereto);


(iv)             following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related
REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately
preceding clauses (i) through (iii) above as to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
to cover the items contemplated by the immediately preceding clauses (i), (ii)(A) and (iii) in respect of
any other Mortgage Loan or REO Mortgage Loan; and


(v)               on
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share of any remaining funds, based on the amount that it contributed, net of any amount
contributed by such Mortgage Loan Seller that was used pursuant to clauses (i) through (iii) above to offset any
portion of Realized Losses that are attributable to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related
REO Property for which the contribution was made, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for which the contribution was made.




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Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust
Subordinate Companion Loan (or any related successor REO Companion Loan with respect thereto) for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value
Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i), (ii)(A) and
(iii) of the prior paragraph.


Section 3.06A.         Permitted
Withdrawals From the Loan Combination Custodial Account.


(a)              The
Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described
below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges
and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


(i)                (A)
after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in
any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to transfer to
the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust pursuant to the related
Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement
Amount, and (B) (1) on or prior to the related Serviced Loan Combination Remittance Date in each calendar month, to remit to the related
Serviced Companion Loan Holder all amounts on deposit in the Loan Combination Custodial Account that are received as of the Business
Day immediately prior to such Serviced Loan Combination Remittance Date that are payable to such Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive
of any applicable Trust Reimbursement Amount and (2) on the Business Day immediately following the receipt of any funds from the REO
Account for any REO Property related to such Serviced Loan Combination, if such funds are received on or after the related Serviced Loan
Combination Remittance Date and before the Distribution Date in any calendar month, to remit to the related Serviced Companion Loan Holder
all amounts on deposit in the Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Serviced Companion Loan or any successor REO Companion Loan, exclusive of any applicable
Trust Reimbursement Amount;




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(ii)             
 to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such
Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion Loan
Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds,
Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan Combination or any related REO Property;
provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not a Nonrecoverable Advance),
then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall be reimbursed or paid, as the
case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield Maintenance Charges on or in respect
of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced Companion Loan (or any successor REO Companion
Loan); and provided, further, that if such Advance is a P&I Advance with respect to the related Mortgage Loan (or a successor
REO Mortgage Loan) or the related Trust Subordinate Companion Loan (or a successor REO Companion Loan), then neither such Advance nor
any related Advance Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts
otherwise payable to the related Serviced Companion Loan Holder(s) with respect to the related Serviced Companion Loan(s) (or any successor
REO Companion Loan(s)), except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of
Advances or any related Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion
Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement, and except that neither a P&I Advance
on a Trust Subordinate Companion Loan (or any successor REO Companion Loan) nor any related Advance Interest Amount shall be reimbursed
or paid, as the case may be, out of, or otherwise result in a reduction of, collections on or allocable to the related Mortgage Loan or
a successor REO Mortgage Loan with respect thereto unless such P&I Advance and/or Advance Interest Amount constitutes a Nonrecoverable
P&I Advance;


(iii)           
to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this Agreement)
as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Loan Combination (to the extent not otherwise required
to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from
interest received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer
in accordance with Section 3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial
Account and (B) to the Special Servicer as




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compensation, any Special Servicing Compensation
payable with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing Compensation earned
with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction
of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any
successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments shall be made taking into account
the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender
Agreement), and no Servicing Fees or Special Servicing Compensation earned with respect to the related Serviced Companion Loan (or any
successor REO Companion Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with
respect to the related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way
intended to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any
unpaid Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion Loan not held by the Trust
from the related Serviced Companion Loan Holder);


(iv)              to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


(v)               to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer or the Depositor,
as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant
to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10,
the second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 3.29, Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07, or any other provision of this
Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent
expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and not related to amounts
which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties or
interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall not be deemed
to modify the substance of any such Section , including the provisions of such Section that set forth the extent to which
one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement to
the Operating Advisor, the Asset Representations Reviewer or the Certificate Administrator or payment or reimbursement of costs and expenses
associated with obtaining a Rating Agency




    	 	- 262 -	 



    	 	 



    

Confirmation, shall be made out of, or
otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related
Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments
or reimbursements shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent
set forth in, and in accordance with, the related Co-Lender Agreement), no payment of fees or other compensation to the Operating
Advisor, the Trustee or the Certificate Administrator with respect to a Trust Subordinate Companion Loan or successor REO Companion Loan
shall be made out of, or otherwise result in a reduction of, collections on or otherwise allocable to the related Mortgage Loan or a successor
REO Mortgage Loan with respect thereto, and no payment or reimbursement of costs and expenses associated with obtaining a Companion Loan
Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect
to the related Mortgage Loan (or any successor REO Mortgage Loan) or any related Trust Subordinate Companion Loan (or any successor REO
Companion Loan);


(vi)              to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial Account
as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


(vii)         
to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


(viii)       
if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and
Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion
Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made
solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


(ix)            
to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis,
for the purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) through (ix)
above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to
a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that
the Trust as holder of the related Mortgage




    	 	- 263 -	 



    	 	 



    

Loan has borne some or all of the related Serviced
Companion Loan’s allocable share of such cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking
into account the subordinate nature of any related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the
related Co-Lender Agreement), the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts
disproportionately borne by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the
related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect
to such Serviced Companion Loan, the “Trust Reimbursement Amount No.2” and, together with Trust Reimbursement Amount
No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the related Serviced Companion Loan Holder into
the Collection Account.


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor, the
Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable, from the
applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written
statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the Trustee or the Certificate
Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee, the Certificate Administrator
or such advancing party under such Other Pooling and Servicing Agreement, as the case may be, is entitled (unless such payment to the
Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant
to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement
and shall have no duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each
keep and maintain separate accounting for the purpose of justifying any request for withdrawal from each Loan Combination Custodial Account,
on a loan-by-loan basis.


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right prior
to the Certificateholders and the Uncertificated Interest Owners to any funds on deposit in a Loan Combination Custodial Account from
time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation,
Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts
and expenses are to be reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement
and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by
the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided,
however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be
paid from funds on deposit in a Loan Combination Custodial Account.


After the Determination Date,
and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also on the
Business Day immediately following the receipt of any funds from the REO Account for any REO Property




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related to the applicable Serviced Loan Combination,
if such funds are received after the Determination Date and before the Distribution Date in any calendar month and were not available
for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall remit for deposit in the Collection
Account all amounts on deposit in a Loan Combination Custodial Account payable to the Trust pursuant to the related Co-Lender Agreement
with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount; and
on or prior to the related Serviced Loan Combination Remittance Date in each calendar month (and also on the Business Day immediately
following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Loan Combination, if such
funds are received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer shall remit
to the related Serviced Companion Loan Holder all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced
Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor
REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection
Account to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance
Date.


(b)               Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from the
related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business Day of receipt
of properly identified funds, any amounts that represent late collections or Principal Prepayments received by the Master Servicer from
the related Mortgagor that are allocable to such Serviced Companion Loan or any successor REO Companion Loan with respect thereto (exclusive
of any portion of such amount paid or reimbursed to any third party in accordance with the related Co-Lender Agreement) unless such
amount would otherwise be included in the monthly remittance to the related Serviced Companion Loan Holder for such month pursuant to
Section 3.06A(a); provided, however, that to the extent any such amounts are received after 3:00 p.m.
Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such amounts to the related
Serviced Companion Loan Holder within one (1) Business Day of receipt of properly identified funds but, in any event, the
Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds.


Section 3.07          
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


(a)               The
Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any depository
institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject to the second
succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan Combination Custodial
Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section 3.07,
an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that
bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business




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Day preceding the date on which such
funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the
Special Servicer to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account
or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of the related
Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced
Loan Combination) or related documents, provided that in the absence of appropriate written instructions from the related Mortgagor
or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled
to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the
Trustee (in each case for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner). The Trustee (for
the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner) shall have sole control (except with respect
to investment direction, which shall be in the control of the Master Servicer (with respect to the Collection Account, any Loan Combination
Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts and any Loss of Value Reserve Fund),
as applicable, as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trustee or its nominee (which shall initially be the Master Servicer or the Special
Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee
or its nominee (for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner). Neither the Trustee nor
the Certificate Administrator shall have any responsibility or liability with respect to the investment directions of the Master Servicer
or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Master Servicer shall have no responsibility or liability with respect to the investment direction of the Special Servicer, any Mortgagor
or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility
or liability with respect to the investment direction of the Master Servicer, any Mortgagor or any property manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of
Value Reserve Fund), shall: (x) consistent with any notice required to be given thereunder, demand that payment thereon be made on
the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly
upon determination by the Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that
such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment
Account. Amounts on deposit in the




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Distribution Account, the Excess Interest
Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate
Administrator Account”) shall remain uninvested.


(b)              All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage
Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and
any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Loan
Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable,
in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable.
The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit from
its own funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately
upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its
power under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the
Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income
in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor Account
the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for the benefit of
the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable law. Notwithstanding the foregoing, neither
the Master Servicer nor the Special Servicer (in their respective capacities as Master Servicer and Special Servicer, respectively) shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such
depository institution or trust company is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied
the qualifications set forth in the definition of Eligible Account both (1) at the time such investment was made and (2) as
of the date that is 30 days prior to the insolvency.


(c)               Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request of Holders
of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Trustee
takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such action, the
Master Servicer may, but is not obligated to, take such action at its own cost and expense.



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Section 3.08          
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


(a)              The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and each Serviced
Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default), and if
the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances
and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable
rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement
cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical
depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s)
or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions
and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement
cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period
endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as
is required in the related Mortgage Loan and the related Serviced Companion Loan; provided that, if the Loan Documents with respect
to any Sabal Mortgage Loan permit the related Mortgagor to maintain, with the lender’s consent or agreement, any insurance policy
that (A) has coverages, deductibles and/or other related provisions other than those specified in the related Loan Documents or (B) is
provided by an insurer that does not meet the credit ratings requirements set forth in the related Loan Documents (any such insurance
policy, a “Non-Conforming Policy”), the Master Servicer shall not consent or agree to such Non-Conforming
Policy unless the Master Servicer has received a Rating Agency Confirmation with respect to such Non-Conforming Policy. Subject to
Section 3.16 of this Agreement, the Special Servicer in accordance with the Servicing Standard and to the extent available
at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), shall cause to be
maintained for each REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) no less insurance coverage
than was previously required of the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such
insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the
Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the
Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan
Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified
Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and if
not available from a




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Qualified Insurer, from an insurance
provider that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts
collected by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration
or repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Loan
Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan Combination
Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05,
Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer
or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders
and the Combined Uncertificated VRR Interest Owner, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding
that the terms of such Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than flood insurance
or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by the Master
Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO Property
and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area, the
Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required
by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) and (ii)
the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is available
for the related property under the national flood insurance program (assuming that the area in which such property is located is participating
in such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance
is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts
consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain will
itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance continues
to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount required by the
Mortgage Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property (other than an REO Property
related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special flood hazard area or (ii) is
related to a Serviced Loan with respect to which earthquake insurance would be appropriate in accordance with the Servicing Standard and
such insurance is available at commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage
as described in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in
maintaining




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insurance policies pursuant to this Section 3.08
shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest at the Advance
Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, the Combined Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, claims
under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance with
the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance
policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer
or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available
from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available
rating who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer shall
not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such insurance is
required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided, however,
that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake or environmental insurance
policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance
with such insurance requirements (and if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain
such earthquake or environmental insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty,
to obtain, at the Trust’s expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced
Loan or an REO Property so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master
Servicer’s obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond
using its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or
that the lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making
determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer,
as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants
in making such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made
more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer or the Special Servicer,
as applicable, receives notice of the renewal, replacement or cancellation of coverage.


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be in default
with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any carve out for terrorist
or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing Standard that the failure to maintain
such insurance




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is an Acceptable Insurance Default; provided
that, during the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for
any loss related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this
paragraph.


(b)              (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses
on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced Mortgage
Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or, if applicable, related
Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents to maintain insurance with an insurer
rated better than as indicated in the definition of “Qualified Insurer” that maintains insurance with an insurer rated
at least as indicated in the definition of “Qualified Insurer”) or the Special Servicer obtains and maintains a blanket
insurance policy insuring against fire and hazard losses on all of the REO Properties (other than an REO Property acquired in respect
of an Outside Serviced Mortgage Loan), as required under this Agreement, as the case may be, then the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations concerning the maintenance of
insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket insurance policy shall be maintained
with a Qualified Insurer. A blanket insurance policy may contain a deductible clause, in which case the Master Servicer or the Special
Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property a
policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and (ii) there shall have been
one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account
or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan or Serviced Loan Combination or, in the absence of any such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the
Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee, the Certificateholders,
the Combined Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder, claims under any such blanket policy which
it maintains in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive
payment or permit recovery thereunder.


(ii)             
If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect of
an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a Qualified
Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be




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maintained pursuant to Section 3.08(a)
of this Agreement, then the Master Servicer or Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its
respective obligations to maintain insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have
been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a),
and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise
payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


(iii)                 In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by
such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or
REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property
is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in accordance with
the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master Servicer or Special
Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


(c)               The
Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance coverage
(which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent with the
Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned by fraud, theft
or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as the case may be. The
Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if one of its respective Affiliates
has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer shall each keep in force during the
term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent
with the Servicing Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long
as the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) has (i) a long-term unsecured
debt rating or deposit account rating of at least “A-” as rated by S&P and “A(low)” as rated by DBRS
Morningstar and (ii) a short term deposit or unsecured debt rating of at least “F1” by Fitch, the Master Servicer or the
Special Servicer, as applicable, may self-insure for the fidelity




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bond and errors and omissions coverage
otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause to be maintained
by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer, a fidelity bond
and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy
to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance
obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


(d)              Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses
that may be sustained as a result of an officer’s or employee’s errors or omissions.


Section 3.09          
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


(a)               Upon
receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision under the Loan
Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation of written
materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether to waive any right
to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision
of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the Master Servicer
shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect to any Performing Serviced
Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall process and analyze any such
request, including the preparation of written materials in connection with such analysis, in accordance with the Servicing Standard,
and provide its written recommendation and analysis to the Special Servicer as to whether or not to waive any right to accelerate payment
the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan
(with any such recommended course of action to be subject to the Special Servicer’s consent).


Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner consistent
with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the related Mortgaged Property
and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt of a request for a waiver or
consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent that it is processing
such request pursuant to the first paragraph of this Section 3.09(a), with the written consent of the Special Servicer, which
consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period
as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time




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period set forth in such Co-Lender Agreement
for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) after the Special Servicer’s
receipt (unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional
information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request,
which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special
Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions
or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent
of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the Special Servicer, as applicable, has
made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer
or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator, each other party to this Agreement
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided that,
notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if the Master Servicer
or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a) in accordance with
the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions of the related Loan
Documents with respect thereto; and (2) close the related transaction, subject to the consent of the Special Servicer obtained as described
above (if the Master Servicer is processing such request) and to the consent rights of any applicable Directing Holder and/or the consultation
rights of any applicable Consulting Party (to the extent any such Directing Holder or Consulting Party has consent or consultation rights,
as applicable, pursuant to any related Co-Lender Agreement or pursuant to Section 3.29, Section 6.09, Section 3.24
or this Section 3.09(a), as applicable), and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section
3.28; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent
that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J
of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property
that is senior to, or on parity with, the lien of the related Mortgage.


With respect to all Serviced
Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the Master
Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an action, obtain
the written consent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days after receipt (unless
earlier objected to) by such related Directing Holder of the Major Decision Reporting Package for such action, which recommendation and
information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer or
the Special Servicer, as applicable.


In addition, neither the
Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related
request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency




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Confirmation with respect to such action, or
(2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents
less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal
to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt),
(D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount of the proposed
additional lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage
Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related
to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding
any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with
such waiver or grant of consent under any “due-on-encumbrance” provision if the affected Serviced Mortgage Loan satisfies
the conditions set forth in clause (2) or clause (3) above of this sentence.


Further, neither the Master
Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related
request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to
such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents
less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or
less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single
Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage
Loan related to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance of
doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required
in connection with such waiver or grant of consent under any “due-on-sale” provision if the affected Serviced Mortgage
Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement,
due-on-sale provisions shall include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the
sale, transfer, pledge or hypothecation of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not
permitted under the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate
financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each
case to the extent not permitted under the related Loan Documents.


The Master Servicer or the
Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor, each Risk
Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information
Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this




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Agreement) and, with respect to a Serviced
Loan Combination, each related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)
and shall forward thereto a copy of such agreement, and shall also deliver to the Certificate Administrator (or a Custodian appointed
by it) an original of the recorded agreement relating to such assumption or substitution within 15 Business Days following the execution
and receipt thereof by the Master Servicer or the Special Servicer, as applicable.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this Section 3.09(a)),
shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information Provider’s
Website in accordance with Section 12.13 of this Agreement.


Further, subject to the terms
of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if it is the
party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs in
connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be paid by the related
Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency charges in connection
with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust Fund Expense if such Property
Advance would be a Nonrecoverable Advance).


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related Mortgagor
a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such fee
shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.


(b)              Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other
encumbrance with respect to such Mortgaged Property.


(c)              In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to
Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan
or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


(d)              With
respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through defeasance,
and to the extent consistent with the terms of the related Loan Documents:


(i)                Subject
to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24 and 6.09
with respect to Major




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Decisions and Special Servicer Decisions
(provided that such consent rights of the Special Servicer and/or the Directing Holder shall be subject to the limitations set forth in
Section 3.09(e)), the Master Servicer shall process all defeasances of Serviced Mortgage Loans and Serviced Loan Combinations in
accordance with the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees
or waiver fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement).


(ii)             
In the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee
purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation
Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the
related Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced
Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same
on behalf of the Trust Fund and, if applicable, the related Serviced Companion Loan Holder; provided that, subject to the related
Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance
collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect
to each of the Mortgage Loans identified on Exhibit Q to this Agreement (each, a “Retained Defeasance Rights and
Obligations Mortgage Loan” and, collectively, the “Retained Defeasance Rights and Obligations Mortgage Loans”),
the related Mortgage Loan Seller or originator has transferred to a third party or has retained the right to establish or designate the
successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights
and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan
that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within
five (5) business days of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller (or
such other party specified below) or to the related Mortgage Loan Seller’s assignee. Until such time as BMO provides written notice
to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which BMO is the
related Mortgage Loan Seller shall be delivered to Michael.Birajiclian@bmo.com and David.Schell@bmo.com. Until such time as KeyBank provides
written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which
KeyBank is the related Mortgage




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Loan Seller shall be delivered to joe_a_deroy@keybank.com
and Kathy_Messmer@keybank.com. Until such time as SMC provides written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations as to which SMC is the related Mortgage Loan Seller shall be delivered to SMC in
accordance with Section 12.04.


(iii)           
The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders and the Uncertificated Interest Owners has a first priority security
interest in the defeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment
thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such
defeasance shall be in form and substance acceptable to the Master Servicer.


(iv)              The
Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate (which
shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified
public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with
the requirements of the related Loan Agreement or Mortgage.


(v)               To
the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the
Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer shall
not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered
a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage
Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a
Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5%
of the Stated Principal Balance of all Mortgage Loans.


(vi)              If
the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such assumption) a
special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate Administrator has




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received a Rating Agency Confirmation (if
such confirmation is required pursuant to the then most recently published guidelines of the Rating Agencies).


(vii)           
To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event that the
Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses shall be Additional
Trust Fund Expenses.


(viii)          
In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval of
a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating Agency
guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a result of the
violation of applicable law or the Loan Documents).


(ix)             
The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of any Trust REMIC
as a REMIC or result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code, but not including the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the
Code).


(e)               Notwithstanding
any other provision of this Agreement, without any other approval or consent of the Special Servicer or the Directing Holder, the Master
Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s
request for consent (i) to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities,
access, parking, public improvements or another purpose (and may consent to subordination of the related Serviced Loan to such easement,
right of way or similar agreement) and (ii) to the release, substitution or addition of collateral securing any Serviced Loan in connection
with a defeasance of such collateral (provided that the proposed defeasance collateral is of a type permitted under the related Loan
Documents and provided further that, with respect to the Master Servicer, such defeasance does not require any modification, waiver,
consent or amendment of such documents as described in clauses (e)(i) and (ii) of the definition of “Special Servicer
Decision”); provided that in each case, the Master Servicer or Special Servicer, as applicable, (A) shall have determined
in accordance with the Servicing Standard that such action will not materially and adversely affect the operation or value of such Mortgaged
Property or the Trust Fund’s




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interest in the Mortgaged Property, (B) shall
have determined that such action will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding
and (C) in the case of any action described in clause (ii) above, shall have complied with the provisions of Section 3.09(d)
(other than the requirement to obtain the consent of the Special Servicer and/or the Directing Holder as contemplated by Section 3.09(d)(i)).
The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in making any such determination.


Section 3.10          
Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


(a)              Promptly
upon knowledge of the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable
efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by, and reimbursable
to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the related Serviced Mortgage
Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Loan Combination has an outstanding principal
balance of less than $2,000,000 (provided that the Special Servicer may, in its sole discretion in accordance with the Servicing Standard,
obtain an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i)); provided, however,
that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal valuation of any Mortgaged Property
with respect to which there exists an Appraisal which is less than nine (9) months old unless the Special Servicer determines in accordance
with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which
an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal.
Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered
by the Special Servicer, upon request, to each related Serviced Companion Loan Holder.


As of the first Determination
Date following a Serviced Trust Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained (or, if applicable, internal
valuation performed) by the Special Servicer with respect to such Serviced Trust Loan, and all other information relevant to a Collateral
Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in
its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof
using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. Upon obtaining actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced Mortgage Loan has become
an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside
Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the
Special Servicer to calculate whether a Collateral




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Deficiency Amount exists with respect to such
AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal and any other
information set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive (and does receive
within a reasonable period of time) and reasonably believes is necessary to perform such calculation, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Special Servicer from
the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. In connection with its calculation of a Collateral
Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Special Servicer shall be
entitled to conclusively rely on any appraisal or other information received from the related Outside Servicer, Outside Special Servicer
or Outside Trustee. The Special Servicer shall notify the Master Servicer and the Certificate Administrator of any Collateral Deficiency
Amount calculated by the Special Servicer with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan. The Master
Servicer and the Certificate Administrator shall be entitled to conclusively rely on any Collateral Deficiency Amounts calculated by the
Special Servicer with respect to an Outside Serviced Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt
of notice that an Outside Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer
thereof. None of the Trustee, the Certificate Administrator or the Master Servicer shall calculate or verify any Collateral Deficiency
Amount.


The Certificate Balance of
each Class of applicable Pooled Principal Balance Certificates shall be notionally reduced (for purposes of determining the identity
of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event, and, to the extent
expressly set forth herein, for purposes of allocating and/or exercising Voting Rights in connection with certain circumstances involving
the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated
to such Class on the preceding Distribution Date. An amount equal to the Uncertificated VRR Retained Percentage of the aggregate
Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally
reduce (to not less than zero) the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest. The Non-Uncertificated
VRR Retained Percentage of the aggregate Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution
Date shall be applied to notionally reduce the Certificate Balances of the following Classes of Non-Uncertificated VRR Retained Pooled
Principal Balance Certificates in the following order of priority: first, to the Class J Certificates; second, to the Class
H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the
Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth,
to the Class B Certificates; ninth, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5
Certificates and (vi) Class A-AB Certificates, based on their respective Certificate Balances (provided in each case that no
Certificate Balance in respect of any such Class may be notionally reduced below zero). In addition, as of any date of determination
for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, and after taking into account
the allocations contemplated by the prior sentence, the Non-Uncertificated VRR Retained Percentage of Collateral Deficiency Amounts shall
be applied to notionally reduce




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the Certificate Balances of each Class of
the Control Eligible Certificates in the following order of priority (in each case after taking into account any Appraisal Reduction Amounts
allocated thereto): first, to the Class J Certificates; and second, to the Class H Certificates (provided in each case that
no Certificate Balance in respect of any such Class may be notionally reduced below zero). For the avoidance of doubt, for purposes
of determining the Controlling Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates
shall be allocated the Non-Uncertificated VRR Retained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts, in accordance with the preceding two sentences.


The 111-Non-VRR Percentage
of any Appraisal Reduction Amounts allocated to the 111 River Street Trust Subordinate Companion Loan shall be allocated to each Class of
related Loan-Specific Principal Balance Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such Class is reduced to zero (i.e., first to the Class 111E Certificates, second
to the Class 111D Certificates, third to the Class 111C Certificates, fourth to the Class 111B Certificates
and last to the Class 111A Certificates). The 111-VRR Percentage of any Appraisal Reduction Amounts allocated to the 111 River
Street Trust Subordinate Companion Loan shall be allocated to the 111RR Interest. In addition, for purposes of determining the 111 River
Street Controlling Class, the 111-Non-VRR Percentage of any Collateral Deficiency Amounts in respect of or allocated to the 111 River
Street Trust Subordinate Companion Loan shall be allocated to each Class of 111 River Street Control Eligible Certificates in reverse
sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is
reduced to zero (i.e., first to the Class 111ECertificates, then to the Class 111D Certificates). For the avoidance of doubt,
for purposes of determining the 111 River Street Controlling Class, any Class of 111 River Street Control Eligible Certificates will
be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


The Appraisal Reduction Amounts
allocated to the 360 Rosemary Trust Subordinate Companion Loan shall be allocated to each Class of related Loan-Specific Certificates
in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is
reduced to zero (i.e., first to the Class 360RR Certificates, second to the Class 360E Certificates, third to the
Class 360D Certificates, fourth to the Class 360C Certificates, fifth to the Class 360B Certificates, last to
the Class 360A Certificates). In addition, for purposes of determining the 360 Rosemary Controlling Class, any Collateral Deficiency
Amounts in respect of or allocated to the 360 Rosemary Trust Subordinate Companion Loan shall be allocated to each Class of the 360 Rosemary
Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate
Balance of each such Class is reduced to zero (i.e., first to the Class 360RR Certificates, then to the Class 360E Certificates, then
to the Class 360D Certificates, then to the Class 360C Certificates, then to the Class 360B Certificates, then to the Class 360A Certificates).
For the avoidance of doubt, for purposes of determining the 360 Rosemary Controlling Class, any Class of the 360 Rosemary Control Eligible
Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described
in this paragraph.


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth herein,
for the




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purposes of allocating and/or exercising Voting
Rights or Pooled Voting Rights in connection with certain circumstances involving the termination of certain parties hereto, and with
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class,
the 360 Rosemary Controlling Class or the 111 River Street Controlling Class or the occurrence of a Control Termination Event or a 360
Rosemary Operating Advisor Consultation Trigger Event, the appraised value of the related Mortgaged Property shall be determined on an
“as-is” basis.


The Special Servicer shall
promptly notify the Master Servicer, the Operating Advisor and the Certificate Administrator of the determination and any redetermination
of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount
by providing such information in the CREFC® Appraisal Reduction Template or in a format mutually agreeable to both the
Special Servicer and the recipient, and the Certificate Administrator shall promptly post notice of the determination of any such Appraisal
Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC®
Appraisal Reduction Template, on the Certificate Administrator’s Website.


Any Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan(s) (up to
the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion
Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing, if so provided in the related Co-Lender
Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post cash or a letter of credit to offset all or some
portion of an Appraisal Reduction Amount.


The Holders of the majority
(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal of the Mortgaged Property securing any Serviced Loan (or, in the case of a Class of 360 Rosemary Control
Eligible Class or 111 River Street Control Eligible Class that is an Appraised-Out Class, the related Serviced Loan Combination) as to
which there exists an Appraisal Reduction Amount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
The Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within 30 days from receipt
of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an Appraiser in accordance
with MAI standards. Upon receipt of such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted and, if so warranted, the Special Servicer shall recalculate such Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information reasonably requested by the Special Servicer
from the Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable. The Special Servicer shall promptly deliver notice to the Certificate Administrator and the Master Servicer of any such
determination and recalculation of Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, and the Certificate Administrator
shall promptly




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post such notice to the Certificate Administrator’s
Website. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class or
applicable Loan-Specific Controlling Class and each other affected Class of Principal Balance Certificates and affected Uncertificated
Interest will, if applicable, have its related Certificate Balance or Uncertificated Interest Balance, as applicable, notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.


Any Appraised-Out Class as
to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral
Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class or
the applicable Loan-Specific Controlling Class, as applicable, until such time, if any, as such Class is reinstated as the
Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, and no Control Termination Event exists,
in the case of the Controlling Class, or an applicable Control Appraisal Period in respect of the related Serviced Loan Combination does
not exist, in the case of a Loan-Specific Controlling Class, and the rights of the Controlling Class or the applicable Loan-Specific
Controlling Class shall be exercised by the most subordinate Class of Control Eligible Certificates, 360 Rosemary Control Eligible
Certificates or 111 River Street Control Eligible Certificates, applicable, that is not an Appraised-Out Class, if any, during such
period.


Appraisals that are to be
obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals
that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard
to any appraisal requests made by any Holder of an Appraised-Out Class.


The holders of Certificates
representing the majority of the Certificate Balance of the Appraised-Out Class with respect to the 111 River Street Loan-Specific Certificates
(the “111 River Street Threshold Cure Holder”) may avoid a 111 River Street Control Appraisal Period caused by application
of an Appraisal Reduction Amount if such 111 River Street Threshold Cure Holder delivers 111 River Street Threshold Event Collateral as
a supplement to the appraised value of the 111 River Street Mortgaged Property to the Master Servicer, together with documentation acceptable
to the Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of
the Master Servicer on behalf of the Trust in such collateral (which must be completed within 30 days of the Special Servicer’s
receipt of a third party Appraisal that indicates such 111 River Street Control Appraisal Period has occurred) (a “111 River
Street Threshold Event Cure”) and, additionally, pays all costs and expenses incurred by any party to this Agreement associated
with the delivery and/or pledge of such 111 River Street Threshold Event Collateral, including the costs and expenses of any opinion of
counsel. If a 111 River Street Threshold Event Cure occurs, no 111 River Street Control Appraisal Period caused by application of an Appraisal
Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as 111 River Street Threshold Event Collateral,
the letter of credit (i) must have an initial term no shorter than 6 months, (ii) contain an evergreen clause providing for automatic
renewal for additional periods not less than 6 months and (iii) ) provide that the Master Servicer may draw upon such letter of credit
if it is not renewed prior to the date that is 30 days prior to the expiration date of such letter of credit. The 111 River Street Threshold
Cure Holder must provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Master
Servicer does not receive notice of such renewal at least 30 days prior to the expiration




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date of the letter of credit or if the Master
Servicer receives notice that the letter of credit will not be renewed, then the Master Servicer shall promptly draw upon such letter
of credit and the Certificate Administrator will hold such proceeds thereof as 111 River Street Threshold Event Collateral. If a letter
of credit is furnished as 111 River Street Threshold Event Collateral, the 111 River Street Threshold Cure Holder shall be required to
replace such letter of credit with other 111 River Street Threshold Event Collateral within 30 days if the credit ratings of the Threshold
Collateral Issuer are downgraded below the required ratings; provided, however, that, if such 111 River Street Threshold Event Collateral
is not so replaced, the Master Servicer shall draw upon such letter of credit and the Certificate Administrator will hold the proceeds
thereof as 111 River Street Threshold Event Collateral. The 111 River Street Threshold Event Cure shall continue until (i) the appraised
value of the 111 River Street Property plus the value of the 111 River Street Threshold Event Collateral would not be sufficient to prevent
a 111 River Street Control Appraisal Period from occurring (and should the appraised value of the 111 River Street Mortgaged Property
plus the value of the 111 River Street Threshold Event Collateral be insufficient, the 111 River Street Threshold Cure Holder shall have
30 days from the new third party Appraisal to deliver new 111 River Street Threshold Event Collateral as a supplement to the newly appraised
value), or (ii) a determination is made by the Special Servicer that all proceeds in respect of the 111 River Street Mortgage Loan or
the 111 River Street Mortgaged Property have been received (a “111 River Street Final Recovery Determination”). If
the appraised value of the 111 River Street Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence
of a 111 River Street Control Appraisal Period without taking into consideration any, or some portion of, 111 River Street Threshold Event
Collateral previously delivered by the 111 River Street Threshold Cure Holder, any or such portion of 111 River Street Threshold Event
Collateral held by the Master Servicer or the Certificate Administrator, as applicable, shall be required to be promptly returned to such
111 River Street Threshold Cure Holder (at its direction and sole expense). Upon the Special Servicer’s determination of a 111 River
Street Final Recovery Determination with respect to the 111 River Street Mortgage Loan, such cash or proceeds of the letter of credit
constituting 111 River Street Threshold Event Collateral in an amount equal to the lesser of (a) all 111 River Street Threshold Event
Collateral or (b) an amount sufficient to pay all amounts due on the Certificates that were not sufficiently covered by the net sale proceeds
or 111 River Street Final Recovery Determination, including all unreimbursed Realized Losses, shall be deposited in the Distribution Account
to reimburse Certificateholders for all Realized Losses with respect to the 111 River Street Mortgage Loan after application of the net
proceeds of liquidation, plus accrued and unpaid interest thereon at the applicable interest rate and all other trust fund expenses reimbursable
under this Agreement. Any 111 River Street Threshold Event Collateral (and the right to reimbursement of any amounts with respect thereto)
shall be treated as an “outside reserve fund” (as defined in Treasury Regulations Section 1.860G-2(h)), and the Threshold
Cure Holder will be the beneficial owner of any 111 River Street Threshold Event Collateral for all federal income tax purposes, and shall
be taxable on all income earned thereon.


(b)              In
connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with Section 3.20
of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless the
Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable Advance (in
which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master
Servicer shall be entitled to reimbursement of Advances (with




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interest at the Advance Rate) made pursuant
to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state
where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related
Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is
obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator, any applicable Directing Holder
and any applicable Consulting Party.


In the event that title to
any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure or
by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its
nominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed
by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests,
the 360 Rosemary Regular Interests and the 111 River Street Regular Interests on behalf of the holders of the Certificates, the Combined
Uncertificated VRR Interest Owner and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition
of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of Section 9.01)
be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the Trust
Fund and shall be reduced only by collections net of expenses.


(c)               Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant
to this Section 3.10 unless either:


(i)                such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


(ii)                 the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the
effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the
REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to
fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


(d)              Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust Fund
or, if




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applicable, the related Serviced Companion
Loan Holder, obtain title to any direct or indirect partnership or membership interest or other equity interest in any Mortgagor pledged
pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel
(which opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership or membership interest or other
equity interest by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust
REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for
federal income tax purposes at any time that any Certificate is outstanding.


(e)               Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable,
the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed-in-lieu
of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged pursuant
to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession of, or
take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee, the Certificate
Administrator, the Trust Fund, the Certificateholders, the Combined Uncertificated VRR Interest Owner or, if applicable, the related
Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession” of, or to
be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has
previously determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent
Person who regularly conducts environmental audits, that:


(i)                such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as a collective whole)
to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


(ii)                 there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which
investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal,
state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after
consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and any related Serviced Companion
Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate
Companion Loan(s))) to take such actions with respect to the affected Mortgaged Property as could be required by such law or regulation.




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In the event that the environmental
assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may not
be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish such
fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly conducts
such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders, the Combined Uncertificated VRR
Interest Owner and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained
by the Special Servicer for purposes of this Section 3.10.


In the event that the Special
Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder, the
Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related Serviced
Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


(f)               The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months
of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers
of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with the
Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with respect
to any Trust Loan (including that the environmental assessment identify any potential pollution conditions (as defined in the environmental
insurance policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of preparation of
such environmental assessments unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would
be a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any environmental
assessment prepared pursuant to Section 3.10(e) of this Agreement shall be provided to the Holder of any Pooled
Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request to the Special Servicer.


(g)              If
the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not
in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced
Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a
single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate
Companion Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special
Servicer determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating
to Hazardous Materials are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion
Loan Holder(s), as a collective whole




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as if the Trust Fund and any related
Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account
the subordinate nature of any related Subordinate Companion Loan(s)), to take such action with respect to the containment, clean-up
or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s),
as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the
case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s)). The
Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


(h)               The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS and
shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect
to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and
the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form 1099C,
all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if affected,
to any related Serviced Companion Loan Holder.


Section 3.11          
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any
Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment
in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify
the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery
of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection
with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement
have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


From time to time upon request
of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the Certificate Administrator
(or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release
to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate Administrator (or a Custodian
appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property,
receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced
Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required
to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become
an REO Property, the Certificate Administrator




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shall deliver (or cause any Custodian appointed
by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any
court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably
acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action
brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or
pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of
the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale.


If from time to time, pursuant
to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan,
and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside
Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced
Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Certificate
Administrator and the Certificate Administrator shall release (or cause any Custodian appointed by it to release) such original Note to
the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance
with the preceding sentence, the Certificate Administrator (or a Custodian appointed by it) shall obtain such documentation as is appropriate
to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case
may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.


Section 3.12          
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


(a)              As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including each
Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion
Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is included as part
of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable from amounts on deposit
in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial
Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or Section 3.06A
of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing compensation
(the following items, collectively, “Additional Servicing Compensation”), (i) 100% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection with any Payment
Accommodation) consented to by the Master




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Servicer pursuant to Section 3.24
of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect
to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection with any Payment Accommodation)
consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects
to handle any related processing), (iii) (A) 25% of any Excess Modification Fees in respect of a Payment Accommodation that is processed
by the Special Servicer with respect to a Performing Serviced Loan and (B) 100% of any Excess Modification Fees in respect of a Payment
Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described in Section 3.24(a) of this
Agreement) with respect to a Performing Serviced Loan, (iv) 100% of any defeasance fee received in connection with a defeasance of
a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided that for the avoidance of doubt, any such defeasance
fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to
which the Special Servicer is entitled under this Agreement), (v) 100% of any Assumption Fees with respect to a Performing Serviced
Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Master Servicer that did
not require the approval of the Special Servicer, (vi) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving
a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether or not the Special
Servicer elects to handle any related processing), (vii) the aggregate Prepayment Interest Excess (exclusive of any portion thereof
attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount is not required to be included in any Compensating
Interest Payment, in each case to the extent received and not required to be deposited or retained in the Collection Account pursuant
to Section 3.05 of this Agreement, and (in the case of a Serviced Companion Loan) to the extent permitted under the related
Co-Lender Agreement, (viii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement
charges) actually received from Mortgagors in the case of items prepared by the Master Servicer or with respect to the accounts held by
the Master Servicer pursuant to this Agreement or the related Loan Documents, including the Collection Account or any related subaccount,
any Escrow Account or related subaccount, any Loan Combination Custodial Account or related subaccount, any Lock-Box Account or related
subaccount or any reserve account or related subaccount, (ix) 100% of assumption application fees actually received from Mortgagors
on Performing Serviced Loans (if the related assumption was processed by the Master Servicer), (x) 100% of Consent Fees with respect
to a Performing Serviced Loan (except in connection with any Payment Accommodation) that did not require the approval of, or processing
by, the Special Servicer, (xi) 50% of any Consent Fees with respect to a Performing Serviced Loan (except in connection with any
Payment Accommodation) consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes
the related servicing matter), (xii) (A) 25% of any Consent Fees in respect of a Payment Accommodation that is processed by the Special
Servicer with respect to a Performing Serviced Loan and (B) 100% of any Consent Fees in respect of a Payment Accommodation processed by
the Master Servicer (with the agreement of the Special Servicer as described in Section 3.24(a) of this Agreement) with respect
to a Performing Serviced Loan, (xiii) 100% of Excess Penalty Charges paid by the Mortgagors




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with respect to any Serviced Loan other
than Excess Penalty Charges accrued during the period such Serviced Loan is a Specially Serviced Loan (provided that for the avoidance
of doubt, the Master Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the
related Serviced Loan is a Performing Serviced Loan even if collected when the Serviced Loan is a Specially Serviced Loan), (xiv) 100%
of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts held by the Master Servicer, and
(xv) 100% of beneficiary statement charges actually received from Mortgagors to the extent the related beneficiary statements were prepared
by the Master Servicer; provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts
described in clauses (i) through (vi) above as additional compensation with respect to a specific Mortgage Loan or Serviced Loan
Combination, as applicable, with respect to which a default or event of default thereunder has occurred and is continuing unless and until
such default or event of default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent
amounts required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing
Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Loan Combination, as applicable,
and (y) in the case of expense items, that arose within the last 12 months, have been paid. The Master Servicer shall also be
entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section 3.06(A) and Section 3.07(b),
to withdraw from the Collection Account and the Loan Combination Custodial Accounts and to receive from any Mortgagor Accounts (to the
extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination or applicable law) any interest or other
income earned on deposits therein. Interest or other income earned on funds in the Collection Account, Loan Combination Custodial Account
and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master Servicer as additional
servicing compensation and interest or other income earned on funds in any REO Account shall be payable to the Special Servicer. In addition,
the Master Servicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request with respect
to any Performing Serviced Loan as to which the Mortgagor request does not relate to a Major Decision or a Special Servicer Decision or
in connection with any Mortgagor request that relates to a Major Decision or Special Servicer Decision being processed by the Master Servicer
with the mutual agreement of the Special Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii)
in accordance with the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor. The Special Servicer shall
not waive any review fee due to the Master Servicer without the Master Servicer’s consent. Notwithstanding the foregoing, the Master
Servicer’s right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan
shall be subject to the related Co-Lender Agreement.


For the avoidance of doubt,
with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer
and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its
respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall




    	 	- 292 -	 



    	 	 



    

have the right to reduce or elect not to charge
the percentage interest of any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises
its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge
such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer
would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee
charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor
with respect to any Specially Serviced Loan.


KeyBank National Association
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge
or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer
or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall
be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached
as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered to KeyBank National Association
and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is
obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action
not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without
registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer,
sale, pledge or other assignment of such Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection
with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Uncertificated
Interest Owners, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar and the Special Servicer against
any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other
applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing
provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not
to use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right in any manner
that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration
of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale,
pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall pay, out of each amount paid
to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage




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Loan, as the case may be, the related Excess
Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees
to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer.
The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences
of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of
the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including all
fees of any Sub-Servicers retained by it.


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary, in
the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including an REO
Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion Loan(s), and
in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be
payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect
to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced Subordinate Companion Loan
(including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion
Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights, if any, of the Master
Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect to any Serviced Companion Loan
from the related Serviced Companion Loan Holder.


(b)              As
compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Trust Loan to
its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to each Trust
Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee the Trustee’s
portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate Administrator Fee
includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator and the Authenticating
Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee may not
be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s,
as applicable, responsibilities and obligations under this Agreement.


(c)               As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan (including
each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest Accrual Period to
the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced
Loan Combination or




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portion thereof, the related Loan Combination
Custodial Account as set forth in Section 3.06(a) and Section 3.06A. The Special Servicer’s rights to the
Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s
responsibilities and obligations under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing
compensation (the following items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of
any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection
with any Payment Accommodation) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or
not the Special Servicer elects to handle any related processing); (ii) 100% of any Excess Modification Fees with respect to a modification,
waiver, extension or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24
of this Agreement; (iii) (A) 75% of any Excess Modification Fees in respect of a Payment Accommodation that is processed by the Special
Servicer with respect to a Performing Serviced Loan, (B) 100% of any Excess Modification Fees in respect of a Payment Accommodation that
is processed by the Special Servicer with respect to a Specially Serviced Loan and (C) 0% of any Excess Modification Fees in respect of
a Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described in Section 3.24(a)
of this Agreement) with respect to a Performing Serviced Loan; (iv) 100% of any Assumption Fees with respect to a Specially Serviced
Loan; (v) 50% of any Assumption Fees with respect to a Performing Serviced Loan involving a transaction described in the definition
of “Assumption Fees” consented to by the Special Servicer (whether or not the Special Servicer elects to handle any related
processing); (vi) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement
charges) actually received from Mortgagors in the case of items prepared by the Special Servicer or with respect to accounts held by the
Special Servicer pursuant to this Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any REO Accounts;
(vii) 100% of assumption application fees actually received from Mortgagors on (A) Specially Serviced Loans and (B) Performing
Serviced Loans if the related assumption was processed by the Special Servicer; (viii) 100% of Consent Fees with respect to a Specially
Serviced Loan; (ix) 50% of any Consent Fees with respect to a Performing Serviced Loan (except in connection with any Payment Accommodation)
consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing
matter); (x) (A) 75% of any Consent Fees in respect of a Payment Accommodation that is processed by the Special Servicer with respect
to a Performing Serviced Loan, (B) 100% of any Consent Fees in respect of a Payment Accommodation that is processed by the Special Servicer
with respect to a Specially Serviced Loan and (C) 0% of any Consent Fees in respect of a Payment Accommodation processed by the Master
Servicer (with the agreement of the Special Servicer as described in Section 3.24(a) of this Agreement) with respect to a Performing
Serviced Loan; (xi) 100% of Excess Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced Loan
is a Specially Serviced Loan and actually received from the Mortgagors (provided that for the avoidance of doubt, the Special Servicer
shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Specially
Serviced Loan even if collected when the Serviced Loan is not a Specially




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Serviced Loan); (xii) any interest
or other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund; (xiii) 100% of fees for insufficient or
returned checks actually received from Mortgagors relating to the accounts held by the Special Servicer; and (xiv) 100% of beneficiary
statement charges actually received from Mortgagors to the extent the related beneficiary statements were prepared by the Special Servicer.
In addition, the Special Servicer shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request
with respect to any Specially Serviced Loan or any Mortgagor request with respect to any Performing Serviced Loan that is being processed
or consented to by the Special Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in
accordance with the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor. The Master Servicer shall
not waive any review fee due to the Special Servicer without the Special Servicer’s consent. The Special Servicer shall not be entitled
to any Special Servicing Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the foregoing, the Special Servicer’s
right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject
to the related Co-Lender Agreement.


For the avoidance of doubt,
with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master Servicer
and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its
respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have
the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the
party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee.
For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge
the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer had charged a fee and the Master
Servicer shall not be entitled to any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only
apply to Performing Serviced Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the
Special Servicer of any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


The Special Servicer shall
also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special Servicer shall not
be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout Fee with respect to any Corrected Loan
will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable
if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated (other than for cause)
or resigns: (1) it shall retain the right to receive any




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and all Workout Fees payable in respect of
Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or resignation, except
the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced
Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced Loan Combination that was, at
the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated Special Servicer had cured
the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive full and timely Monthly Payments as described in clause (w) of the definition
of “Specially Serviced Loan” and which thereafter becomes a Corrected Loan as a result of the Mortgagor making such three
consecutive full and timely Monthly Payments as described in clause (w) of the definition of “Specially Serviced Loan”,
except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially
Serviced Loan. In either case, the successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced
Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account
or the Loan Combination Custodial Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced
Mortgage Loan or in connection with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation
Fee” herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation
Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For purposes
of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under Section 6.08
of this Agreement shall be deemed to constitute a termination without cause.


If at any time a Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related Loan Documents,
including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing Standard, specifically
taking into account the costs or likelihood of success of any such collection efforts and any applicable Realized Loss(es) that would
be incurred by Certificateholders and/or the Uncertificated Interest Owners in connection therewith as opposed to the Realized Loss(es)
that would be incurred as a result of not collecting such amounts from the related Mortgagor.


The Special Servicer shall
not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In addition,
the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect to the
related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced
Pari Passu Companion Loan(s), and in no event




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shall Special Servicing Compensation with respect
to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections
with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan,
unless otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such
Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced
Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights
of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


(d)              Notwithstanding
anything herein to the contrary, any fees or other charges charged by the Master Servicer or the Special Servicer in connection with
processing any Payment Accommodation with respect to any Serviced Loan (in the aggregate with each other such Payment Accommodation with
respect to such Serviced Loan) shall not exceed 0.30% of the Stated Principal Balance of such Serviced Loan (excluding attorneys’
fees and out-of-pocket third party expenses) (the “Payment Accommodation Fee Cap”) and shall only be borne by the
related borrower, not the Trust. For the avoidance of doubt, in the event of a borrower default under a Payment Accommodation, the Payment
Accommodation Fee Cap shall only apply to the initial processing of such Payment Accommodation, and, in such event, the Master Servicer
or the Special Servicer, as applicable, shall be entitled to all fees that would be payable to it pursuant to the terms of this Agreement
with respect to further servicing actions with respect to the related Mortgage Loan.


(e)              The
Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust Fund for
the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include,
by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure, the fees and expenses
of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi) of
this Agreement.


(f)                No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties
hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master Servicer,
Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would not be ultimately recoverable
from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other collections on or in respect
of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted from a Serviced Loan Combination hereunder) or
from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.




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If the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor,
any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s or
the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s good faith
business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense of the Trust Fund hereunder,
then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the case may be,
shall not be required to take any action in response to such request or inquiry unless the Mortgagor or such Certificateholder or such
other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the Operating
Advisor’s, the Certificate Administrator’s or the Trustee’s expenses associated with such counsel (including, without
limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have
no liability to any Person for the failure to respond to such request or inquiry.


(g)              With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within two Business
Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received such information,
to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution Date, an electronic report
that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its
Affiliates during the related Collection Period; provided, that no such report shall be due in any month during which no Disclosable
Special Servicer Fees were received.


(h)               The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including,
without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation, the Trust,
any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and any purchaser
of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of
any Serviced Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under
this Agreement, other than as expressly provided in this Section 3.12; provided that such prohibition shall not
apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special
Servicer as expressly provided for under the applicable Outside Servicing Agreement with respect to an Outside Serviced Mortgage Loan,
or as master servicer or special servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing
the securitization of a Serviced Companion Loan. For the avoidance of doubt, the foregoing is not intended to act as a prohibition on
the right of any entity acting in the capacities of both Master Servicer and Special Servicer from receiving or retaining any fees,




    	 	- 299 -	 



    	 	 



    

compensation or other remuneration it
is entitled to in its capacity as Master Servicer pursuant to this Agreement.


(i)                If
a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special Servicer
shall service and administer the related Loan Combination and any related REO Property in the same manner as any other Specially Serviced
Loan or REO Property and shall be entitled to all rights and compensation earned with respect to the related Loan Combination during
the period for which it acts as Special Servicer of the related Loan Combination. With respect to a Servicing Shift Mortgage Loan, prior
to the related Servicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations.
If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related Servicing Shift Date, the related Outside
Special Servicer and the Special Servicer shall be entitled to compensation with respect to the related Loan Combination as if the Special
Servicer were being terminated as Special Servicer and the related Outside Special Servicer were replacing it as the successor special
servicer. Upon receipt of notice of its termination as Special Servicer with respect to a Servicing Shift Mortgage Loan, the Special
Servicer shall reasonably cooperate with the related Outside Special Servicer in connection with the servicing transition of such Servicing
Shift Mortgage Loan on and after the related Servicing Shift Date.


Section 3.13          
Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced
Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder or, in the case of a Trust
Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable Loan-Specific REMIC Distribution
Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect to each Mortgage
Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal to the lesser of:


(i)                
the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect
of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) and the Trust
Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion
Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due
Date) for the related Distribution Date; and


(ii)             
the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is,
in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which such Servicing
Fees are being paid in such Collection Period, calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest
Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and the Trust Subordinate Companion
Loan (and,




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so long as a Loan Combination is serviced
under this Agreement and the related Co-Lender Agreement so permits, any related Serviced Companion Loan or Trust Subordinate Companion
Loan) subject to such prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights of the
Certificateholders and the Uncertificated Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.


If a Prepayment Interest
Shortfall occurs with respect to a Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate from the terms
of the related Loan Documents regarding Principal Prepayments (other than (w) if the Trust Loan is an Outside Serviced Mortgage Loan,
(x) subsequent to a default under the related Loan Documents or if the Trust Loan is a Specially Serviced Loan, (y) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such principal prepayment in accordance
with the Servicing Standard, or (z) in connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited
Prepayment”), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master
Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with
respect to such Trust Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


Compensating Interest Payments
with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) and, if applicable, the related Trust Subordinate Companion Loan, in accordance with their respective principal amounts, until
the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of
such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


Section 3.14          
Application of Penalty Charges and Modification Fees.


(a)              
On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty
Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination)
and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received
by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage Loan (to the extent allocable
to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related
Outside Servicer) during the related Collection Period, as follows:


(i)                first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special Servicer
and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined to be Nonrecoverable
Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (including, in the case of the
application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed




    	 	- 301 -	 



    	 	 



    

Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Loan Combination;


(ii)                 second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously determined to be Nonrecoverable
Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable, from amounts on deposit
in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries of such Nonrecoverable
Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


(iii)           
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust
of all other Additional Trust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing Fees, Workout
Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Loan Combination previously paid from the Collection Account
or related Loan Combination Custodial Account (and such amounts will be retained or deposited in the Collection Account or related Loan
Combination Custodial Account as recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


(iv)              fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer, as
applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this Agreement
prior to the applications set forth in clauses (i) through (iii) above;


provided that, notwithstanding the foregoing,
in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in the related Co-Lender
Agreement.


(b)              In
connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which
each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional
Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report
in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the
amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable,
and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption
Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special Servicer.
The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any such report and
shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.



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Section 3.15          
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination
Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion
Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject,
access to the documentation regarding the Trust Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any
such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business
hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion
Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to
the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and
Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure
of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation
shall not constitute a breach of this Section 3.15.


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any
regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the
Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the
reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and
for space; provided that no charge may be made if such information or access was required to be given or made available without
charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information
described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer
or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder
of book entry Certificates and will keep such information confidential.


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may
(i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability
on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities
law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement;
(iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information
contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver
of the attorney-client privilege.




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Each of the Master Servicer
and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally
answer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has consultation rights
pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable),
on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or the Special Servicer, as
applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably
agree, regarding the performance and servicing of the applicable Serviced Trust Loans and/or related REO Properties for which the Master
Servicer or the Special Servicer, as applicable, is responsible. In any event, each applicable Directing Holder or applicable Consulting
Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business
Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends
to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in
the form of Exhibit M-4 to this Agreement and an Investor Certification.


The Master Servicer may (but
shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through
the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans,
the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review by the Depositor, the Trustee,
the Master Servicer, the Special Servicer and the Operating Advisor.


The Special Servicer shall
deliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise
available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Certificateholders
generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this
Agreement in electronic format.


The Operating Advisor hereby
agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating
Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged
Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged
Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29
of this Agreement or to discharge its other duties under this Agreement.


Section 3.16          
Title and Management of REO Properties.


(a)              
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner (or, with respect to a
Serviced Loan Combination, for the benefit of the Certificateholders, the Combined Uncertificated VRR Interest Owner and the related Serviced
Companion Loan Holder(s)) (as a collective whole as if such Certificateholders, the Combined Uncertificated




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VRR Interest Owner and, if applicable,
such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability
company established for that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from
bankruptcy, the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master
Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special
Servicer, on behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in
which the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River Street REMIC, as applicable, acquires ownership of such REO Property,
within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the
IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO Property or (ii) the
Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee, addressed to the
Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier REMIC, the 360 Rosemary
REMIC or the 111 River Street REMIC, as applicable, of such REO Property subsequent to the close of the third calendar year following
the year in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as defined
in Code Section 860F) of any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that
any of the Lower-Tier Regular Interests, the 360 Rosemary REMIC or the 111 River Street REMIC or any of the Non-Uncertificated VRR
Retained Pooled Regular Certificates or the Class VRR Upper-Tier Regular Interest is outstanding. If the Special Servicer is granted (or
is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such
longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its receiving the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining
the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable
out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust
Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held
by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by which such REO Property is required
to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17
of this Agreement and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall
manage, conserve, protect and operate each REO Property for the Certificateholders, the Combined Uncertificated VRR Interest Owner and,
if applicable, the related Serviced Companion Loan Holder, solely for the purpose of its prompt disposition and sale in a manner which
does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or
result in the receipt by the Trust Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or
(i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the
Trust Fund.




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(b)              The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer
deems to be in the best interests of Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner
and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s))), and, in connection therewith,
the Special Servicer shall only agree to the payment of management fees that are consistent with general market standards or to terms
that are more favorable. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such
REO Property any “net income from foreclosure property,” within the meaning of Code Section 860G(c), which is subject
to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate Administrator in writing, that the earning
of such income on a net after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders,
the Combined Uncertificated VRR Interest Owner and, if applicable, the related Companion Loan Holder(s) (as a collective whole as if
such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, the related Companion Loan Holder(s), constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate
Companion Loan(s))) than an alternative method of operation or rental of such REO Property that would not be subject to such a
tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart from
its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each,
an “REO Account”), each of which shall be an Eligible Account and (subject to any changes in the identities of the
Special Servicer and/or the Trustee) shall be entitled “CWCapital Asset Management LLC, as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-C1, and the Combined Uncertificated VRR Interest Owner [IN THE CASE OF AN REO PROPERTY
RELATED TO A SERVICED LOAN COMBINATION: and the related Serviced Companion Loan Holder(s)], as their interests may appear--REO Account”.
The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an
REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to
be deposited in the REO Account, within two (2) Business Days after receipt of properly identified funds, all revenues and proceeds received
by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:


(i)                 all
insurance premiums due and payable in respect of any REO Property;




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(ii)             
 all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


(iii)           
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


(iv)              any
taxes imposed on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of
this Agreement.


To the extent that such REO
Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written
notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis,
two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis of the urgency) prior
to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer determines,
in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer does not make any such Advance
in violation of the immediately preceding sentence, the Trustee shall make such Advance unless the Trustee determines that such Advance
would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer that
an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable
Advance, shall use its good faith business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement
of such Advances (with interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06
and/or, if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit
to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination Custodial
Account, on a monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except that in
determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs,
replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special Servicer shall
not:


(i)                 permit
the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does not
constitute Rents from Real Property;


(ii)              
permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


(iii)                authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or other
improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before
default on the related




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Mortgage Loan or Serviced Loan Combination
became imminent, all within the meaning of Code Section 856(e)(4)(B); or


(iv)              Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced Companion Loan is part
of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception
applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


The Special Servicer shall be required to contract
with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable out of REO Proceeds,
for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special
Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management
of any REO Property other than through an Independent Contractor shall not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an expense of the Trust Fund), provided
that:


(i)                 the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be inconsistent
herewith;


(ii)             
any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


(iii)            
none of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee on behalf
of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, any related Serviced Companion Loan Holder
with respect to the operation and management of any such REO Property; and


(iv)              the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.




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The Special Servicer shall
be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.


(c)              When
and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement prepared
by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants
of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Section 3.16(a)
and Section 3.16(b) of this Agreement.


(d)              Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Mortgage
Loan.


Section 3.17          
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


(a)              The
parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced Mortgage
Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise
expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related Co-Lender
Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan
or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


(b)               Promptly
upon a Serviced Loan or Serviced Loan Combination becoming a Defaulted Loan and if the Special Servicer determines in accordance with
the Servicing Standard that it would be in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner
and, in the case of a Serviced Loan Combination, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and the Combined Uncertificated VRR Interest Owner and, in the case of a Serviced Loan Combination, any related Serviced Companion Loan
Holder(s), constituted a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to
solicit offers for such Defaulted Loan on behalf of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable,
any related Serviced Companion Loan Holder(s) in such manner as will be reasonably likely to realize a fair price. Subject to the other
subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously
received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer
shall notify any applicable Directing Holder and Consulting Party of any written offers (excluding, for the sake of clarity, any




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unsuccessful bids received during an
auction, whether live or on-line, that were lower than the accepted offer) received regarding the sale of any Defaulted Loan, in each
case to the extent requested by any such party. Any Serviced Companion Loan that is part of a Defaulted Serviced Loan Combination is to
be sold together with the related Mortgage Loan, subject to the other subsections of this Section 3.17 and any additional
requirements set forth in the related Co-Lender Agreement.


(c)               The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan Holder
(in the case of a Serviced Loan Combination), any applicable Directing Holder and Consulting Party not less than five (5) Business
Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit an offer
to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.


(d)              Whether
any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement shall
be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror
is an Interested Person (provided that the Trustee may not be an offeror); provided, however, that no offer from
an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other
offers are received from independent third parties; and provided, further, notwithstanding the immediately preceding proviso,
the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed a fair
price in all cases, including with respect to any offer from an Interested Person. In all cases under this Agreement (except to the extent
the Trustee is not required to determine whether any cash offer constitutes a fair price for any Defaulted Loan pursuant to the immediately
preceding sentence), in determining whether any offer received from an Interested Person represents a fair price for any Defaulted Loan,
the Trustee shall (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing or investing in mortgage loans similar to such Defaulted
Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted
Loan; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party
pursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled
to rely conclusively upon such third party’s determination. In determining whether any such offer from a Person other than an Interested
Person constitutes a fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results
of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months),
among other factors, the period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether any
offer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an




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Appraiser selected by the Special Servicer.
The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested
Person is offering to purchase such Defaulted Loan.


(e)               Subject
to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m),
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking
any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts payable
in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate
the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers
without obligation to deposit such amounts into the Collection Account or, if applicable, the Loan Combination Custodial Account. Any
sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund (except
such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations
applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none
of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall
have any liability to any Certificateholder or the Combined Uncertificated VRR Interest Owner with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.


(f)               Subject
to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of a Subordinate
Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination (or senior
portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special Servicer shall continue to
service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions
or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement and the Servicing
Standard.


(g)              Any
sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted Loan
purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender
Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial Account,
as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s Certificate
from the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release or cause to be released
to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in
such purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall
deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.




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(h)              The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


(i)                The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan) on behalf of the Certificateholders, the Combined Uncertificated VRR Interest Owner and the related Serviced
Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16
of this Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and,
if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price
for such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints
imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms
and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and,
in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net
of related Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable,
the related Loan Combination Custodial Account.


(j)                The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan Holder,
the Operating Advisor, any applicable Directing Holder and any applicable Consulting Party not less than three (3) Business Days’
prior written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the
contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase,
any REO Property pursuant hereto.


(k)              Whether
any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the offeror is
a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided that the Trustee
may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair price unless
(i) it is the highest offer received and (ii) at least two other offers are received from independent third parties; and
provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property shall be deemed
a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether any offer received from
an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in
valuing or investing in properties similar to such REO Property that has been selected with




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reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such REO Property; provided that the Trustee will not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party pursuant to this Section 3.17(k) will be covered by, and will
be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s determination.
In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for any such REO Property,
the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that
it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency
on the related Mortgage Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state
of the local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16 of
this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person
represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall
be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to purchase
such REO Property.


(l)                 Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special
Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation
and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection
Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan or REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse to the Trustee, the Certificate Administrator
or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related Serviced Companion
Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations applied thereto
and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special
Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability
to any Certificateholder or the Combined Uncertificated VRR Interest Owner with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.


(m)              Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable Directing Holder and Consulting
Parties), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders,
the Combined Uncertificated




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VRR Interest Owner and, in the case of
a sale of a Serviced Loan Combination (or applicable portion thereof), the related affected Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, any such related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature
of the related Subordinate Companion Loan(s))), and the Special Servicer may accept a lower cash offer (from any Person other than itself
or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best
interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, in the case of a Serviced Loan Combination, any
related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR
Interest Owner and, if applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of
a Serviced AB Loan Combination, taking into account the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (for
example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective
buyer making the lower offer are more favorable).


Notwithstanding any of the
foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for
an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines (in consultation
with any applicable Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer
would be in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, in the case of a sale of
an REO Property that corresponds to a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole
as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, any Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Subordinate Companion Loan(s))), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if
it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders,
the Combined Uncertificated VRR Interest Owner and, in the case of an REO Property that corresponds to a Serviced Loan Combination, any
related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest
Owner and, if applicable, any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB
Loan Combination, taking into account the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (for example, if
the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making
the lower offer are more favorable).


(n)              In
no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the Trust’s
behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan or any Mortgage Loan.




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(o)              Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the
Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the related Companion
Loan(s) or any other Mortgage Loan.


(p)                Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as set forth
in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor agreement.
The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement or the
related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate Companion
Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder or the holder of
a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor agreement
in connection with each such holders’ purchase rights.


(q)              With
respect to any Serviced Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled Loan Combination)
that, pursuant to the terms of the related Co-Lender Agreement, becomes a Defaulted Serviced Loan Combination, if the Special Servicer
determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall
sell each related Serviced Pari Passu Companion Loan and any Trust Subordinate Companion Loan together with such Serviced Mortgage Loan
as a single whole loan in accordance with this Agreement and subject to any rights of the applicable Directing Holder and the holder
of any related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell any such Serviced Loan Combination if it becomes a Defaulted Serviced
Loan Combination without the written consent of each related Serviced Pari Passu Companion Loan Holder (provided that such consent
is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender
Agreement) to such related Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder
to the extent permitted under the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization
Trust is the related Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust
or by the parties to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice
of any decision to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to




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the proposed sale date, a copy of each
bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such
proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced
Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan Holder
that are material to the price of the subject Serviced Loan Combination; and (d) until the sale is completed, and a reasonable period
of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale; provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery
or timing requirements set forth in this sentence. The applicable Directing Holder and each related Serviced Pari Passu Companion Loan
Holder may submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted Serviced
Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


(r)                With
respect to any Serviced Loan Combination that is a Serviced Outside Controlled Loan Combination that, pursuant to the terms of the related
Co-Lender Agreement, becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced
Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each related Serviced Pari Passu
Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any
rights of any related Outside Controlling Note Holder, the Controlling Class Representative and/or the holder of any related non-controlling
Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein,
the Special Servicer shall not sell any such Serviced Loan Combination if it becomes a Defaulted Serviced Loan Combination without the
written consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside
Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent
is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender
Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related
non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder of each
related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender
Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Loan Combination;
(b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such
bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed
sale date, a copy of the most recent appraisal for the subject Serviced Loan Combination, and any documents in the Servicing File reasonably
requested by the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related
non-controlling Serviced Pari Passu Companion Loan that are




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material to the price of the subject
Serviced Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to
other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale; provided, that the Controlling Class Representative, the related Outside Controlling Note Holder and
the holder of each related non-controlling Serviced Pari Passu Companion Loan may each waive as to itself any of the delivery or timing
requirements set forth in this sentence. The Controlling Class Representative, the related Outside Controlling Note Holder and the
holder of each related non-controlling Serviced Pari Passu Companion Loan shall be permitted to submit an offer to purchase, and any
such party is permitted to be the purchaser at any sale of, the subject Serviced Loan Combination unless such Person is the related Mortgagor
or an agent or Affiliate of the related Mortgagor.


Notwithstanding the prior
paragraph, with respect to each Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination and the 111 River Street Loan
Combination), if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines
to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall not be permitted
or required to sell the related Serviced Subordinate Companion Loan(s) together with such Serviced Mortgage Loan and any related Serviced
Pari Passu Companion Loan(s) as a single whole loan except as required by the related Co-Lender Agreement.


With respect to the 360 Rosemary
Loan Combination and the 111 River Street Loan Combination, if either such Serviced AB Loan Combination becomes a Defaulted Serviced Loan
Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17,
then the Special Servicer shall sell the related Trust Subordinate Companion Loan together with such Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan(s) as one whole loan in accordance with this Agreement and the related Co-Lender Agreement.


(s)              With
respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any analogous
term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property related to
an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall be administered
by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement.
Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder or the Combined
Uncertificated VRR Interest Owner with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property accepted
on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.



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Section 3.18          
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


(a)              The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause to be
inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the Servicing
Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced Mortgage Loans
with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect to such Mortgaged
Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000, in each case commencing in
2023; provided that the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by the Special
Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan,
the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable and thereafter at least every calendar
year for so long as such condition exists. The cost of any annual inspection, or bi-annual inspection, as the case may be, shall
be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan Combination is a Specially Serviced Loan.
The Master Servicer shall reimburse the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance
(or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a
Nonrecoverable Advance) and any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund.
The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection
performed by it pursuant to this Section 3.18(a), and shall, as soon as reasonably practicable following completion, deliver
or make available a copy (in electronic format) of each such report to the Certificate Administrator (who shall post such report to the
Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)).


(b)               The
Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest of the
related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within 60 days
following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor of the transfer
of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward to the Special Servicer
any written notice of default under a ground lease.


(c)               The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion Loan
Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with respect
to the related Mortgaged Property and Serviced Companion Loan related thereto.




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(d)              The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.
The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s
possession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


(e)               If
required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan Holder
or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties securing
the related Serviced Companion Loan.


Section 3.19          
Lock-Box Accounts, Escrow Accounts.


Except with respect to the
Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with
the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related
letter of credit agreement and the Loan Documents.


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related
Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan Combination),
neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Loan Combination)
until after the occurrence of an event of default under the Mortgage Loan (or Serviced Loan Combination) that may result in the Mortgage
Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


Section 3.20          
Property Advances.


(a)               Except
with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of
this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties
under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be made with
regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held by the Trust. The Special
Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case
of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice before
the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced Loan or REO
Property (other than an REO Property related to an




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Outside Serviced Mortgage Loan). In addition,
the Special Servicer shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information
in its possession as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to
enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a determination
by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer shall be entitled
to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a Property Advance is a Nonrecoverable
Advance, all determinations of recoverability with respect to Property Advances to be made (or contemplated to be made) by the Master
Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether any
Property Advance previously made with respect to a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination.
The Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be
bound by a determination by the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a
Specially Serviced Loan is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance
is a Nonrecoverable Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance
previously made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii)
reverse any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence
will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated
to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master
Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes of non-recoverability
determinations as if such amounts were unreimbursed Property Advances.


For purposes of distributions
to Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders and compensation to the Master Servicer
or the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan Combination,
notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


(b)              The
Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly upon,
and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required to be
made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the
Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and




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shall set forth therein information and
instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property Advance,
or, if the date for payment has passed or if no such date is specified, then within five (5) Business Days following such notice, the
Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount of such Property Advance in
accordance with such information and instructions. Any notice to the Trustee pursuant to this Section shall be deemed to be given to a
Responsible Officer of the Trustee if made in accordance with Section 12.04 of this Agreement.


(c)               None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan or
Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that
such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property Advances
that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable Advance or
a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would, if made, constitute
a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance
with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business judgment and shall
be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to (1) the affected
Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master servicer and special servicer
under any related Other Pooling and Servicing Agreement, if applicable), in the case of any Serviced Loan Combination, (2) the
Trustee (unless it is the Person making the determination), (3) any applicable Directing Holder, (4) the Master Servicer
(unless it is the Person making the determination), (5) the Special Servicer (unless it is the Person making the determination),
and (6) the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with
any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO
Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances
of which such Person is aware or such Person has received new information, either of which has a material effect on the value and shall
have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such determination
of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports,
environmental surveys or similar reports that such Person may have obtained and that support such determination. In connection with a
determination by the Special Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made or to be made
constitutes or would constitute a Nonrecoverable Advance:


(A)              
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged




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Properties in their “as is”
or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future
adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate
and consider (among other things) the timing of recoveries;


(B)              
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value
estimates or other information as reasonably may be required for such purposes;


(C)               
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is an applicable
Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination, the related Outside
Controlling Note Holder notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the
Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination,
or to prohibit any such other authorized Person from making a determination, that a Property Advance constitutes or would constitute a
Nonrecoverable Advance);


(D)               
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on any determination
by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


(E)             
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case of
such a determination by the Special Servicer) and the Trustee; and


(F)              
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer
that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the




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Master Servicer may conclusively rely
upon any determination by the Special Servicer that any Property Advance would be recoverable.


(d)               
The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of
this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the
Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


(e)                
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement
with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan),
the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least
five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the Master
Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute
or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance that
it is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business
Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have no obligation to make any Property Advance;
provided that the Special Servicer may in its sole discretion elect to make an Emergency Advance, and the Master Servicer shall
reimburse the Special Servicer for such Property Advance (with interest thereon), provided that such Advance is not determined by the
Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement
for any Advance made by it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner
and to the same extent as the Master Servicer is entitled with respect to any other Advances made thereby.


(f)                 
Within five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all information
and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed Emergency Advances
(other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c) of this Agreement,
to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate sentence of Section 3.20(e),
together with interest thereon at the




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Advance Rate from the date made to, but
not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account
designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Emergency
Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f), the Master Servicer
shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as the Special Servicer actually
made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Emergency Advance, together
with interest thereon at the Advance Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise
have been entitled if it had actually made such Emergency Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.20(f), the Master Servicer shall not be required to reimburse the Special Servicer for any Emergency
Advance if the Master Servicer determines in accordance with Section 3.20(c) of this Agreement that such Emergency Advance,
although not characterized by the Special Servicer as a Nonrecoverable Property Advance, is in fact a Nonrecoverable Property Advance.
The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Property
Advance shall be reimbursed to the Special Servicer pursuant to Section 3.06(a) of this Agreement.


Section 3.21          
Appointment of Special Servicer; Asset Status Reports.


(a)                
CWCapital Asset Management LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans
and each Serviced Loan Combination (other than the Outside Serviced Mortgage Loans, the 360 Rosemary Loan Combination and the 111 River
Street Loan Combination). Situs Holdings, LLC is hereby appointed as the initial Special Servicer to specially service the 360 Rosemary
Mortgage Loan. KeyBank National Association is hereby appointed as the initial Special Servicer to specially service the 111 River Street
Mortgage Loan.


(b)               
The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior
to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with
respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan
or Serviced Loan Combination. Each Asset Status Report shall be delivered in electronic format to the Operating Advisor (subject to Section 3.21(e)
of this Agreement), any applicable Directing Holder, any applicable Consulting Parties and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; provided,
however, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are
the same entity. Prior to the occurrence and continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Special Servicer shall deliver to the Operating Advisor each Final Asset
Status Report promptly after such Final Asset Status Report has been approved or deemed approved. The Special Servicer shall notify the
Operating




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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 applicable Directing Holder or that otherwise includes an indication that such Asset Status Report
is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed
to by the Operating Advisor and the Special Servicer. The Special Servicer shall deliver a summary of each Final Asset Status Report to
the Certificate Administrator. Such Asset Status Report shall be consistent with the Servicing Standard and set forth the following information
to the extent reasonably determinable:


(i)                 
summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


(ii)                  
if a Servicing Transfer Event has occurred and is continuing:


(A)            
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


(B)                 the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


(C)                 the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise realized
upon;


(D)              
a copy of the last obtained Appraisal of the Mortgaged Property;


(E)             
the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Loan Combination;


(F)               
a description of any amendment, modification or waiver of a material term of any ground lease; and


(G)             
if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was
a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination
not to pursue a deficiency judgment against the related Mortgagor or guarantor;


(iii)                     a
description of any such proposed or taken actions;




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(iv)               
 the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or
taken actions;


(v)               
the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


(vi)               
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


(vii)              
such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


If any applicable Directing
Holder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report, then such
Directing Holder shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement the recommended action
as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary
to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If the applicable Directing Holder disapproves
such Asset Status Report within 10 Business Days of receipt and the Special Servicer has not made the affirmative determination contemplated
below, the Special Servicer shall revise such Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e)
of this Agreement), any applicable Directing Holder, any applicable Consulting Party, any related Serviced Companion Loan Holder(s) (in
the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later
than 30 days after such disapproval. The Special Servicer shall revise such Asset Status Report as described above until the applicable
Directing Holder shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is
not in the best interests of all the Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner
and/or Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Subordinate Companion Loan(s))). The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared,
reviewed and not rejected pursuant to the terms of this Section 3.21(b). If the applicable Directing Holder does not approve an
Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall take such action as directed
by such Directing Holder, provided such action does not violate the Servicing Standard (or, if such action would violate the Servicing
Standard, the Special Servicer shall take such action as was reflected in the most recent Asset Status Report prepared by the Special
Servicer with respect to the subject Serviced Loan that is consistent with the Servicing Standard and such




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Asset Status Report shall be deemed a Final
Asset Status Report). Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect
the related Mortgaged Property or the interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and any related
Serviced Companion Loan Holder(s), or if a failure to take any such action at such time would be inconsistent with the Servicing Standard,
the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period
if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration
of a 10 Business Day period would materially and adversely affect the interest of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and any related Serviced Companion Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort
to contact the applicable Directing Holder (during the period that such Directing Holder has approval rights); provided that the
foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard. If the Special Servicer acts or
intends to act in accordance with either of the prior two sentences, then the Special Servicer shall act in accordance with the most recent
Asset Status Report provided by the Special Servicer with respect to the subject Serviced Loan that is consistent with the Servicing Standard
and such Asset Status Report shall be deemed a Final Asset Status Report. To the extent that the Special Servicer received notice of an
Excluded Controlling Class Mortgage Loan (in the form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information
delivered with respect to an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information”
followed by the loan number and loan name.


The Special Servicer shall
consult on a non-binding basis with any applicable Consulting Party (other than any Risk Retention Consultation Party) in connection with
each Asset Status Report prior to finalizing and executing such Asset Status Report and any applicable Consulting Party (other than any
Risk Retention Consultation Party) shall be permitted to propose alternative courses of action and provide other feedback within 10 Business
Days of receipt of each Asset Status Report. The Special Servicer shall consider any such proposals and other feedback from any such applicable
Consulting Party and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in
accordance with the Servicing Standard and the other terms of this Agreement, but the Special Servicer will be under no obligation to
revise such Asset Status Report based on the input or comments of any applicable Consulting Party. In the event no applicable Consulting
Party proposes alternative courses of action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer
shall (subject to the approval rights of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special
Servicer.


The Special Servicer may
choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account
any input and/or recommendations of any applicable Consulting Party, but is under no obligation to follow any particular recommendation
of any applicable Consulting Party. From and after the Closing Date, the Controlling Class Representative shall have no right to receive
any Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b)
or consult with the Special Servicer with respect to any matter set forth therein. Notwithstanding anything herein to the contrary, a
Risk Retention Consultation Party shall have




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no right to receive any Asset Status Report
with respect to any related Excluded RRCP Mortgage Loan.


With respect to a Servicing
Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing Shift Date, no request for
approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination, nor shall
the Controlling Class Representative have the right to approve Asset Status Reports related to such Servicing Shift Loan Combination,
except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and only
if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder
of the related Servicing Shift Mortgage Loan with respect to Asset Status Reports, Major Decisions and any proposed sale of such Servicing
Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. With respect to a Servicing Shift Loan Combination that is a Serviced
Outside Controlled Loan Combination and any related REO Property, prior to the related Servicing Shift Date, the Outside Controlling Note
Holder with respect to such Servicing Shift Loan Combination shall exercise all approval rights regarding any Asset Status Report in respect
of such Servicing Shift Loan Combination or REO Property set forth in the second paragraph of this Section 3.21(b) without regard
to the occurrence of any Control Termination Event or Consultation Termination Event. Notwithstanding the foregoing, after the occurrence
and during the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult on a non-binding basis with
the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report, Major
Decisions and any proposed sale of such Servicing Shift Mortgage Loan while it is serviced hereunder. The Special Servicer may choose
to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any
input and/or recommendations of the Operating Advisor after the occurrence and during the continuance of a Control Termination Event or
the Controlling Class Representative after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence
of a Consultation Termination Event, but is under no obligation to follow any particular recommendation of the Operating Advisor or Controlling
Class Representative.


(c)                 
Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer
shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


(d)              
Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request a
copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling Class Holder
shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status Report (or copy thereof)
with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling Class Holder is
a Borrower Party.


(e)                 
Prior to the occurrence and continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a
360 Rosemary Operating Advisor




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Consultation Trigger Event), the Special
Servicer shall deliver to the Operating Advisor only each related Final Asset Status Report.


(f)               
With respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Trust Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among
other things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset Status Report.


(g)              
Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by a Directing
Holder or Consulting Party that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the
Special Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender
Agreement or any intercreditor agreement, expose any Certificateholder, the Combined Uncertificated VRR Interest Owner, the Trust Fund,
any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this
Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their
respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special
Servicer’s responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act,
in a manner that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders, the Combined
Uncertificated VRR Interest Owner and/or the Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation
to act upon any recommendation of the Operating Advisor.


(h)              
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable
Laws”), the Special Servicer may be required to obtain, verify and record certain information relating to individuals and entities
which maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special
Servicer, upon its reasonable request, from time to time such identifying information and documentation as may be readily available to
such party in order to enable the Special Servicer to comply with Applicable Laws; provided that the Special Servicer shall be responsible
for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.



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Section 3.22          
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


(a)              
Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating
Advisor, the Certificate Administrator, the Trustee, any applicable Directing Holder, any applicable Consulting Party and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider and shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of
such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer
shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced
Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan
until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer
of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct
the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall
forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send
such notice to the related Mortgagor.


Upon determining that a Specially
Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the
Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder
(prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall
cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special
Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer
such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been
instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer
shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


(b)              
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the




    	 	-330-	 



    	 	 



    

possession of the Special Servicer) and
copies of any additional related Serviced Loan information, including written or electronic correspondence with the related Mortgagor,
and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis
or internal review prepared by or for the benefit of the Special Servicer.


(c)              
Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer
and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties
under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer
shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.


Section 3.23          
Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the
Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account
shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring
in January (except during a leap year) or February (commencing in 2023) (unless, in either such case, the related Distribution Date is
the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account,
in respect of all the Trust Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related
month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such Trust
Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date
occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if
applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February
if the final Distribution Date occurs in such month) of each calendar year (commencing in 2023), the Certificate Administrator shall transfer
(1) to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts with respect to the Mortgage Loans on deposit
in the Interest Reserve Account, (2) to the 360 Rosemary REMIC Distribution Account the aggregate of all Withheld Amounts with respect
to the 360 Rosemary Trust Subordinate Companion Loan on deposit in the Interest Reserve Account and (3) to the 111 River Street REMIC
Distribution Account the aggregate of all Withheld Amounts with respect to the 111 River Street Trust Subordinate Companion Loan on deposit
in the Interest Reserve Account.


 


Section 3.24          
Modifications, Waivers, Amendments and Other Actions.


(a)              
(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does
not constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and
the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided in
the immediately succeeding




    	 	-331-	 



    	 	 



    

paragraph), or (ii) with respect
to any Specially Serviced Loan or (if the related modification, waiver or amendment constitutes a Special Servicer Decision or Major Decision
unless the Master Servicer is processing such modification, waiver or amendment as provided in the immediately succeeding paragraph) any
Performing Serviced Loan, the Special Servicer, in each case subject to any consent rights of any applicable Directing Holder and/or the
consultation rights of any applicable Consulting Party (to the extent any such Directing Holder or Consulting Party has consent or consultation
rights, as applicable, pursuant to Section 3.29, Section 6.09 or this Section 3.24, as applicable) and, to the extent
required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification,
waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification”
of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J
of the Code for federal income tax purposes or (2) result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including
but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions
to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under
Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination
described in clause (B) of the immediately preceding sentence.


In addition, with respect
to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes (i) a Major Decision or (ii)
a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer have mutually agreed that the Master
Servicer shall process such modification, waiver, amendment or other action or (y) such modification, waiver, amendment or other action
constitutes a Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e)
of the definition of “Special Servicer Decision”) shall obtain the consent of the Special Servicer, and, in each case, to
the extent any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall obtain the consent
of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement, and shall consult with any applicable
Consulting Party (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29,
Section 6.09 or this Section 3.24, as applicable). With respect to any modification, waiver, amendment, consent or other
action that constitutes a Major Decision with regard to any Serviced Loan, the Special Servicer shall also obtain the consent of any applicable
Directing Holder in accordance with Section 6.09(a) of this Agreement and shall consult with any applicable Consulting Parties
(to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29, Section
6.09 or this Section 3.24).


No modification, waiver or
amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case,
in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer or the Master Servicer, as
applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.




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The Special Servicer shall
process any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect
to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer and the Master Servicer have mutually
agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision with respect to such Performing Serviced
Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer Decision
described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer
Decision”) subject, in each case, to the consent of the Special Servicer as set forth below.


With respect to Performing
Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request to
the Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer and
the Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without the need for any
such mutual agreement, process any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii)
of clause (e) of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan) subject
to the consent of the Special Servicer as set forth below.


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a Special
Servicer Decision with respect to a Performing Serviced Loan (i.e., when (1) the Master Servicer and Special Servicer have mutually agreed
that the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced Loan or (2) the Master
Servicer is processing any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e)
of the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan, in each case, as set forth
in the preceding paragraphs), the Master Servicer shall, in a manner consistent with the Servicing Standard, provide the Special Servicer
with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s
written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably available to it
that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold
or grant its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case
if applicable, the consultation rights of any applicable Consulting Parties (to the extent required pursuant to any related Co-Lender
Agreement or pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24), the consent rights
of the applicable Directing Holder (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section 6.09
or this Section 3.24) and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder
Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The Special Servicer shall have
15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement,
but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced
Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect to an Acceptable Insurance Default),
from the date that the Special Servicer receives the Master Servicer’s written analysis




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and recommendation and any supporting information
it requested from the Master Servicer, to analyze and approve such modification, waiver, amendment, consent or other action and, prior
to the end of such 15 Business Day period or such longer period if required by the applicable Co-Lender Agreement or 60-day period
(with respect to an Acceptable Insurance Default), as applicable, the Special Servicer shall notify any applicable Directing Holder of
such request for approval of each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and
provide its written analysis and recommendation (or, in the case of any action that constitutes a Major Decision, the Major Decision Reporting
Package) with respect thereto. Following such notice, the applicable Directing Holder shall have 10 Business Days (or, in the case of
a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation
and analysis of the Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major Decision, the related
Major Decision Reporting Package), as applicable, and any other information it may reasonably request (or, with respect to a Serviced
Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of
the Special Servicer or the Master Servicer relating to any such request for approval of modification, waiver, amendment, consent or other
action that constitutes a Major Decision. In any such event, if the applicable Directing Holder does not respond to a request for approval
by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided
in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or, in
the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested information
as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved
by the applicable Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business
Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no
event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion
Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable Insurance Default), as applicable,
the Master Servicer may deem its recommendation approved by the Special Servicer.


With respect to any Performing
Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, any applicable Consulting Parties and/or
any applicable Directing Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with
respect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the
Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


(b)              
All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party, the
Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any applicable Directing Holder, any
applicable Consulting Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any
Serviced




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Loan and the date thereof, and shall
deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which, in the case of a Serviced Companion Loan that has been
included in an Other Securitization Trust, shall be deemed to be the related master servicer under the related Other Pooling and Servicing
Agreement, unless the notifying party has received written notice otherwise), any applicable Directing Holder and any applicable Consulting
Parties, and the original to the Certificate Administrator (or any Custodian appointed by it) of the recorded agreement relating to such
modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. For the avoidance of doubt,
the requirement with respect to the delivery of assumption or substitution agreements shall be governed by Section 3.09.


(c)              
Subject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating
Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining
a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not so provided
in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


(d)              
Promptly after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes a Specially Serviced Loan,
the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative (or,
in the case of each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, so long as no Control Appraisal Period
exists with respect to such Loan Combination, the current Loan-Specific Controlling Class Representative, as applicable) and, if applicable,
shall request from the Master Servicer the name of the current related Serviced Companion Loan Holder(s). Upon receipt of the name of
any such current Controlling Class Representative (or, if applicable, such current Loan-Specific Controlling Class Representative)
from the Certificate Administrator, the Special Servicer shall notify such Controlling Class Representative (or, if applicable, such
current Loan-Specific Controlling Class Representative) that such Trust Loan became a Specially Serviced Loan. Upon receipt of the name
of such current related Serviced Companion Loan Holder(s) from the Master Servicer, the Special Servicer shall notify the related Serviced
Companion Loan Holder(s) that the related Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall
be responsible for providing the name of the current Controlling Class Representative or a current Loan-Specific Controlling Class
Representative only to the extent the Controlling Class Representative or such Loan-Specific Controlling Class Representative, as
applicable, has identified itself as such to the Certificate Administrator; provided that (i) if the Controlling Class Representative
is determined pursuant to the proviso in the definition of “Controlling Class Representative”, then (A) the Certificate
Administrator shall determine which Class is the Controlling Class and (B) the Special Servicer shall request from the
Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of
Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the
Master Servicer at the expense of the Trust Fund; (ii) if the 360 Rosemary Controlling




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Class Representative is determined
pursuant to the proviso in the definition of “360 Rosemary Controlling Class Representative”, then (A) the Certificate
Administrator shall determine which Class is the 360 Rosemary Controlling Class and (B) the Special Servicer shall request
from the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust, the
list of Beneficial Holders of the 360 Rosemary Controlling Class, and the Certificate Administrator shall provide such list to the Special
Servicer and the Master Servicer at the expense of the Trust Fund; and (iii) if the 111 River Street Controlling Class Representative
is determined pursuant to the proviso in the definition of “111 River Street Controlling Class Representative”, then
(A) the Certificate Administrator shall determine which Class is the 111 River Street Controlling Class and (B) the
Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository
at the expense of the Trust, the list of Beneficial Holders of the 111 River Street Controlling Class, and the Certificate Administrator
shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.


(e)              
Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the
application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with
respect to any Serviced Loan or Serviced Loan Combination in a manner that would have the effect of placing amounts payable as compensation,
or otherwise directly or indirectly reimbursable, to the Master Servicer or the Special Servicer in a higher priority than that which
is set forth in Sections 1.02(d), 1.02(e), 1.02(g) and/or 1.02(h) hereof or in the related Co-Lender Agreement.


(f)               
The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the terms of this
Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services performed
in connection with such request and any related costs and expenses incurred by it; provided that the charging of such fee would
not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(g)              
Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


(i)                
extend the Maturity Date of a Serviced Loan (other than a Trust Subordinate Companion Loan) beyond a date that is 5 years prior
to the Rated Final Distribution Date of the rated Pooled Certificates, or extend the maturity date of a Trust Subordinate Companion Loan
beyond a date that is 7 years prior to the applicable Rated Final Distribution Date of the rated related Loan-Specific Certificates;
or




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(ii)             
 if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10 years
prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related Mortgagor.


(h)              
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related
Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain
or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or require
the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value ratio
of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged
Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Trust Loan, then, unless then permitted
by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. In connection
with approving any such release or taking, the Master Servicer or Special Servicer, as applicable, shall calculate the loan-to-value
ratio in a manner consistent with the prior sentence, and if such calculation is greater than 125%, the Master Servicer or Special Servicer,
as applicable, will require a payment of principal in an amount equal to or greater than a “qualified amount” as determined
under Revenue Procedure 2010-30 or successor provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount
is not paid the related Trust Loan will not fail to be a Qualified Mortgage.


(i)                
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or
consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside
Servicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i),
and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless a Consultation Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Consultation Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i).
The Master Servicer shall only be obligated to forward any requests received from the related Outside Servicer or the related Outside
Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall forward any such request to the
Controlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable, has occurred
and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan and, following the occurrence and during the
continuance of a Control Termination Event, to the Operating Advisor), and the Master Servicer shall have no right or obligation to exercise
any such consent or consultation rights.



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Section 3.25          
Additional Obligations With Respect to Certain Mortgage Loans.


(a)              
With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of
$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition its
consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


(b)              
With respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision) or the
Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular obligation
would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the related
Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26          
Certain Matters Relating to the Outside Serviced Mortgage Loans.


(a)              
With respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside
Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related
Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request
therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect to each Servicing Shift
Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside Serviced Mortgage Loan, and the
rights, duties and obligations of the Trust and the parties to this Agreement shall be as set forth herein with respect to Outside Serviced
Mortgage Loans.


(b)              
With respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the
Mortgage File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the transfer
of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender
Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer) the Mortgage File (other
than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals of which shall be retained
by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee (provided that the Custodian shall retain a
photocopy of the Mortgage File) in accordance with the provisions and conditions set forth in clause (B) of the second paragraph
of Section 2.01(c) and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Outside
Servicer, transfer the Servicing File, any original letter of credit and any




    	 	-338-	 



    	 	 



    

escrows or reserve funds held for such
Servicing Shift Loan Combination to the related Outside Servicer.


Section 3.27          
Additional Matters Regarding Advance Reimbursement.


(a)              
Upon the determination that a previously made Advance (other than a P&I Advance on a Trust Subordinate Companion Loan) is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general
collections on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special Servicer or the Trustee, at its
own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer reimbursement for some or all
such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the then-current Determination Date,
for successive one-month periods for a total not to exceed 12 months; provided that any deferral in excess of 6 months
shall be subject to the consent of the applicable Directing Holder; and provided further that, if it is an applicable Consulting Party,
the Controlling Class Representative must be consulted with. If the Master Servicer, the Special Servicer or the Trustee makes such
an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In
connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursement of a particular
Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related Determination Date for any
Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections
to be received before making its determination of whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until
the end of such Collection Period; provided, however, if, at any time the Master Servicer, the Special Servicer or the Trustee,
as applicable, determines that the reimbursement of a Nonrecoverable Advance during any Collection Period will exceed the full amount
of the principal portion of general collections deposited in the Collection Account for the related Distribution Date, then the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to
any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans
unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting
15 days after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s, as
applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known
to the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any
Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)




    	 	-339-	 



    	 	 



    

above, or (3) the Master Servicer or
the Special Servicer, as applicable, has not timely received from the Trustee information requested by the Master Servicer or the Special
Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that,
if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give Rating Agencies
notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on
the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13 of this Agreement, the
Master Servicer, the Special Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting
from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer, the
Special Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion
thereof with respect to any Collection Period shall not be construed to impose on the other such parties any obligation to make such an
election (or any entitlement in favor of any Certificateholder, any Uncertificated Interest Owner or any other Person to such an election)
with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer, the Special
Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such
election by the Master Servicer, the Special Servicer or the Trustee shall not be construed to impose any duty on any other such party
to make such an election (or any entitlement in favor of any Certificateholder, any Uncertificated Interest Owner or any other Person
to such an election). Any such election by any such party to defer reimbursing itself or obtaining reimbursement for any Nonrecoverable
Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of interest on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer,
the Trustee or the other parties to this Agreement will have any liability to one another or to any of the Certificateholders or any Uncertificated
Interest Owner for any such election that such party makes to defer or not to defer reimbursing itself as contemplated by this paragraph
or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will such election constitute
a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the
Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation
to the Certificateholders and the Uncertificated Interest Owners and shall not be construed as an obligation on the part of the Master
Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Uncertificated Interest Owners.
Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable
Advance if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement
or to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


(b)              
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the




    	 	-340-	 



    	 	 



    

failure, to give the Master Servicer
notice of its failure; and (ii) if the failure continues for three more Business Days, to make the Advance unless the Trustee determines
such advance to be a Nonrecoverable Advance.


Section 3.28          
Serviced Companion Loan Intercreditor Matters.


(a)              
If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent
holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder
of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions of the related Co-Lender
Agreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage File and (to the extent provided
under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to
the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the Note that represents the
related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Note) on behalf of the holder
of the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter, such Mortgage File shall be held by the holder of the
Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the holder
of the related Serviced Companion Loan(s) as their interests appear under the related Co-Lender Agreement; and (iii) if the related
Servicing File is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the
case may be, under any separate servicing agreement for the Serviced Loan Combinations.


(b)              
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion Loan,
to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion Loan Holder
or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan Holder, then (i) neither
the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or (ii) to the extent
provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable, shall
be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion Loan Holder Representative,
as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable,
shall consult with, seek the approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder
Representative with respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under
related Co-Lender Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan
Holder or its Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the
contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder
or its Companion Loan Holder




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Representative (or the master servicer
or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan Holder) as required under the
Co-Lender Agreement.


(c)              
With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis
a statement setting forth, to the extent applicable to such Serviced Loan Combination:


(i)                
(A) the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or
other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information
on distributions made with respect to the related Serviced Loan Combination;


(ii)             
the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


(iii)              
the amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest,
principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount
that would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of
the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related Serviced
Loan Combination;


(iv)             
the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect
to the distribution of principal on the most recent Distribution Date; and


(v)              
the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer or
special servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such information
pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery as required
under the related Co-Lender Agreement.


(d)              
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the
Certificate Administrator shall cause any Custodian




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appointed by it to reasonably cooperate)
with the related Other Asset Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset
Representations Reviewer with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the
extent that (i) the Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller
and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with respect to any such
Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


(e)              
With respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase
by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and that an
Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible horizontal residual
interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall consult with the related
Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions that are Major Decisions with respect
to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis and shall be performed in accordance with
the same process for consultations between the Special Servicer and Operating Advisor with respect to Major Decisions under this Agreement.


(f)               
With respect to each Serviced AB Loan Combination with respect to which the holder of any related Serviced Subordinate Companion
Loan is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous
concept) by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer shall
administer any such Threshold Event Collateral in accordance with the terms of the related Co-Lender Agreement. Any Threshold Event
Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not be an asset
of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner of such outside reserve fund, all within
the meaning of Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination with respect to any such Serviced
AB Loan Combination, the Special Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related
Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the related Loan Combination Custodial
Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with the terms of the related
Co-Lender Agreement and Section 3.06A of this Agreement.


(g)              
The Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) with respect to
each Serviced Companion Loan on which the Master Servicer shall record the names and addresses of, and wire transfer instructions for,
the Serviced Companion Loan Holders from time to time, to the extent such information is




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provided in writing to the Master Servicer
by a Serviced Companion Loan Holder. The name and address of each initial Serviced Companion Loan Holder as of the Closing Date is set
forth on Exhibit NN hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced
Companion Loan Holder until it receives notice of transfer or of any change in information.


In the event that
a Serviced Companion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer
shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover
and redirect such payment.


The Master Servicer
shall promptly provide the names and addresses of any Serviced Companion Loan Holder to any party hereto, any related Companion Loan Note
Holder or any successor thereto upon written request, and any such Person may, without further investigation, conclusively rely upon such
information. The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.


For the avoidance
of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Loan
Holder with respect to a Serviced Companion Loan that has been included in an Other Securitization Trust shall be provided to the Other
Servicer under the related Other Pooling and Servicing Agreement.


Section 3.29          
Appointment and Duties of the Operating Advisor.


(a)              
Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all
times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard
in fulfilling its responsibilities and obligations under this Agreement.


(b)              
After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
at any time), the Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions in
respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights following the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), Performing Serviced Loans (in light of the Servicing Standard and the requirements
of this Agreement), consult with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated by Section 3.29(h)
and perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such case solely on behalf of the Trust
Fund and in the best interest of, and for the benefit of, the Certificateholders and the Uncertificated Interest Owners (as a collective
whole), and not any particular Class of Certificateholders or any particular Uncertificated Interest Owner, as determined by the Operating
Advisor in the exercise of its good faith and reasonable judgment, but without regard to any conflict of interest arising from any relationship
that the Operating Advisor or any of its Affiliates may have with any of the Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor,
the Master Servicer, the Special




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Servicer, the Asset Representations Reviewer,
the Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates (the “Operating Advisor Standard”).
The Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement and shall not owe any fiduciary
duty to any party to this Agreement or any other Person in connection with this Agreement. The Operating Advisor’s duties shall
be limited to its specific obligations under this Agreement, and the Operating Advisor shall have no duty or liability to any particular
Class of Certificates or any Uncertificated Interest or any Certificateholder or any Uncertificated Interest Owner. The Operating Advisor
is not a servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan or with
respect to any Major Decision on which it consults for a Performing Serviced Loan. Each Uncertificated Interest Owner and, by its acceptance
of a Certificate, each Certificateholder acknowledges and agrees that there could be multiple strategies to resolve any Specially Serviced
Loan and a variety of actions or decisions made with respect to any Major Decision and that the goal of the Operating Advisor’s
participation is to provide additional input relating to the Special Servicer’s compliance with the Servicing Standard in making
its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the
Special Servicer or any other Person in connection with this Agreement.


(c)              
The Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans and, if
a Control Termination Event exists (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation
Trigger Event exists), Major Decisions on Performing Serviced Loans, (ii) each Final Asset Status Report delivered by the Special
Servicer to the Operating Advisor, (iii) if a Control Termination Event exists (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event exists), each other Asset Status Report delivered by the Special Servicer
to the Operating Advisor, (iv) each Major Decision Reporting Package delivered by the Special Servicer to the Operating Advisor pursuant
to Section 6.09(a) (A) in connection with the Operating Advisor’s consultation rights with respect to the subject Major
Decision regarding each Serviced Loan if a Control Termination Event exists (or, in the case of the 360 Rosemary Loan Combination, a 360
Rosemary Operating Advisor Consultation Trigger Event exists), and (B) with respect to the subject Major Decision regarding each Specially
Serviced Loan when a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor
Consultation Trigger Event) does not exist, after the Special Servicer receives the Directing Holder’s approval or deemed approval
of such Major Decision Reporting Package, and (v) if specifically required to be delivered to the Operating Advisor under this Agreement,
such other reports, documents, certificates and other information prepared by the Special Servicer and received by the Operating Advisor,
as relate to the actions and decisions of the Special Servicer in respect of Specially Serviced Loans and, solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights, Performing Serviced Loans. To the extent not otherwise deliverable
by the Special Servicer to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate Administrator’s
Website, the Special Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports provided by the Special
Servicer to any of the other




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parties to this Agreement or to the Combined
Uncertificated VRR Interest Owner or any Certificateholder or Certificate Owner, in each case, to the extent that such reports relate
to any Specially Serviced Loan or any Major Decision with respect to which the Operating Advisor has consultation rights pursuant to Section 3.29(h)
of this Agreement (provided, that, for so long as a Control Termination Event does not exist, such reports shall exclude any Major
Decision Reporting Package that does not relate to a Specially Serviced Loan and any Asset Status Report that is not a Final Asset Status
Report); and (ii) grant the Operating Advisor adequate and timely access to information and reports prepared by or otherwise in the possession
of the Special Servicer necessary for the Operating Advisor to fulfill its duties under this Agreement.


(d)              
After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special
Servicer’s actions and decisions in light of the Servicing Standard and the requirements of this Agreement, with respect to the
applicable Specially Serviced Loan(s) and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights pursuant to Section 3.29(h) of this Agreement, the applicable Performing Serviced Loans.


(e)              
With respect to (i) any Serviced Loan other than the 360 Rosemary Loan Combination, following the occurrence and during the continuance
of a Control Termination Event, and (ii) the 360 Rosemary Loan Combination, in each case, based on the Operating Advisor’s review
of the following information (to the extent delivered to the Operating Advisor or made available to the Operating Advisor on the Certificate
Administrator’s Website): any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant
to Section 10.08 and Section 10.09 of this Agreement, as applicable; any attestation report delivered to the Operating
Advisor pursuant to Section 10.10 of this Agreement; any Major Decision Reporting Package; any Final Asset Status Report and,
during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating
Advisor Consultation Trigger Event), any other Asset Status Report; any other reports made available to Privileged Persons on the Certificate
Administrator’s Website during the prior calendar year that the Operating Advisor is required to review pursuant to Section 3.29(c);
and any other information (other than any communications between the applicable Directing Holder, any Risk Retention Consultation Party
or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would
be Privileged Information) prepared by the Special Servicer and delivered to the Operating Advisor under this Agreement, the Operating
Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or (ii) (A) with respect
to any Serviced Loan other than the 360 Rosemary Loan Combination, there existed a Control Termination Event, or (B) with respect to the
360 Rosemary Loan Combination, there existed a 360 Rosemary Operating Advisor Consultation Trigger Event), and the Operating Advisor may
(if, with respect to the prior calendar year, the Operating Advisor deems it appropriate in its sole discretion exercised in good faith),
prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor Annual
Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (who shall promptly
post such Operating Advisor Annual Report on the




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Certificate Administrator’s Website),
within 120 days of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”).
The Operating Advisor Annual Report shall be substantially in the form of Exhibit R of this Agreement (which form may be modified
or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions
of this Agreement; provided, that in no event shall the information or any other content included in the Operating Advisor Annual
Report contravene any provision of this Agreement). The Operating Advisor Annual Report shall set forth the Operating Advisor’s
assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year. Subject to the
restrictions in this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor
Annual Report shall (A) state whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special
Servicer is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations
under this Agreement, and (B) identify any material deviations with respect to such matters from (i) the Servicing Standard or (ii) the
Special Servicer’s obligations under this Agreement, and (C) comply with: (x) all of the confidentiality requirements applicable
to the Operating Advisor with respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions set
forth in this Agreement); and (y) with respect to the 360 Rosemary Loan Combination, the requirements with respect to reports of the Operating
Advisor set forth in Rule 7(b) of Regulation RR. In the event a lack of access to Privileged Information limits the Operating Advisor
from performing its duties under this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of
access to Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator,
the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information
Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website and
the Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating Advisor
shall deliver to the Special Servicer, the applicable Directing Holder and the Controlling Class Representative (at any time that
it is an applicable Directing Holder or Consulting Party), any annual report produced by the Operating Advisor at least ten (10) calendar days
prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated
to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer or the Controlling Class Representative.
Notwithstanding the foregoing, except with respect to the 360 Rosemary Loan Combination, no Operating Advisor Annual Report shall be required
from the Operating Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared
by the Special Servicer in connection with a Specially Serviced Loan or REO Property or was otherwise in the process of being implemented
in connection with a Specially Serviced Loan or REO Property. In the event the Special Servicer is replaced during the prior calendar
year, the Operating Advisor shall only be required to prepare an Operating Advisor Annual Report relating to each entity that was acting
as Special Servicer as of December 31 of the prior calendar year and is continuing in such capacity through the date of such Operating
Advisor Annual Report. In preparing an Operating Advisor Annual Report, the Operator Advisor is not required to report on instances of
non-compliance with, or deviations from, the




    	 	-347-	 



    	 	 



    

Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in accordance the Operating Advisor Standard, to be immaterial.
In connection with the Operating Advisor Annual Report and the reviews provided for above in this Section 3.29, the Operating
Advisor shall perform its review on the basis of the Special Servicer’s performance of its duties (i) with respect to Specially
Serviced Loans (at any time, in the case of the 360 Rosemary Loan Combination but in the case of any Serviced Loan other than the 360
Rosemary Loan Combination, only following the occurrence and during the continuance of a Control Termination Event), and (ii) and with
respect to Major Decisions on Performing Serviced Loans (in the case of the 360 Rosemary Loan Combination, only following the occurrence
and during the continuance of a 360 Rosemary Operating Advisor Consultation Trigger Event and in the case of any Serviced Loan other than
the 360 Rosemary Loan Combination, only following the occurrence and during the continuance of a Control Termination Event), as well as
the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of any annual compliance statement, any assessment of compliance and any attestation report delivered to the Operating Advisor
pursuant to Section 10.08, Section 10.09 and Section 10.10 of this Agreement, as applicable, or made
available to the Operating Advisor on the Certificate Administrator’s Website, any Asset Status Report, any Major Decision Reporting
Package and other information (other than any communications between the applicable Directing Holder, any Risk Retention Consultation
Party or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that
would be Privileged Information) that the Operating Advisor is required to review on the Certificate Administrator’s Website or
that is prepared by the Special Servicer and delivered or made available to the Operating Advisor pursuant to this Agreement.


(f)               
Prior to the occurrence and continuance of a Control Termination Event with respect to each Serviced Loan other than the 360 Rosemary
Loan Combination, the Special Servicer shall forward any Appraisal Reduction Amount and Collateral Deficiency Amounts with respect to,
and net present value calculations used in the Special Servicer’s determination of the course of action to be taken in connection
with the workout or liquidation of, a Specially Serviced Loan, to the Operating Advisor after such calculations have been finalized. The
Operating Advisor shall review such calculations but may not opine on, or otherwise call into question such Appraisal Reduction Amount,
Collateral Deficiency Amount and/or net present value calculations; provided, however, if the Operating Advisor discovers a mathematical
error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the related Directing Holder (if
the related Directing Holder is not a Borrower Party with respect to the related Specially Serviced Loan) of such error.


(g)              
After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
at any time), after the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an
applicable Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net
present value used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or
liquidation of such Specially Serviced Loan, the Special Servicer shall forward such




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calculations, together with any supporting
material or additional information in the Special Servicer’s possession or reasonably obtainable by the Special Servicer necessary
in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy
of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event no later than
two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business
Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


In connection with this Section 3.29(g),
in the event the Operating Advisor does not agree with the mathematical calculations in any material respect or does not agree with the
application of the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating
Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or
the application of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating
Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day
period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator
shall determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party
to assist with any such calculation at the expense of the Trust Fund.


(h)              
After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor shall consult (on a non-binding basis) with the
Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan in accordance with Section 3.24, Section
6.09 and this Section 3.29, (ii) each Asset Status Report in accordance with Section 3.21, and (iii) the matters set
forth in, and in accordance with, Section 3.09 and Section 3.17(m), and in each case, the Special Servicer or the Trustee,
as applicable, shall consider any alternative courses of action and any other feedback provided by the Operating Advisor. In connection
with the Operating Advisor’s obligation to consult (on a non-binding basis) with the Special Servicer with respect to Asset
Status Report in accordance with Section 3.21, the Operating Advisor shall propose, by written notice, alternative courses of action
within 10 Business Days of receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to
be in the best interest of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible
Classes) and the Combined Uncertificated VRR Interest Owner, as a collective whole as if such Certificateholders and the Combined Uncertificated
VRR Interest Owner constituted a single lender. After the occurrence and during the continuance of a Control Termination Event (or, in
the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor shall
consult with the Trustee in connection with the matter set forth in, and in accordance with, Section 7.02.




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(i)                
 Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions
by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in
any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section 4.02(a)
of this Agreement.


(j)                
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the applicable Directing Holder, any Risk Retention Consultation Party or any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the applicable Directing Holder,
such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including, without limitation,
in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree
requiring the disclosure of such Privileged Information.


(k)              
The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to
any Person (including Certificateholders and the Uncertificated Interest Owners, other than the Controlling Class Representative
or a Loan-Specific Controlling Class Representative), other than (1) to the extent expressly required by this Agreement, to the other
parties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information
Exception or (3) when necessary to support, and directly related to, specific findings or conclusions (i) in the Operating Advisor Annual
Report or (ii) in connection with a recommendation by the Operating Advisor for the replacement of the Special Servicer. Notwithstanding
the foregoing, the Operating Advisor, solely to the extent required in connection with its duties under this Agreement, will be permitted
to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors
of the Operating Advisor agree in writing prior to their receipt of such Privileged Information to be bound by the same confidentiality
provisions applicable to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto.
Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved),
the Risk Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred and is continuing, the Controlling
Class Representative other than pursuant to a Privileged Information Exception.


(l)                
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the
Mortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and the applicable
Operating Advisor Fee accrued on a Mortgage Loan that is part of a Loan Combination from collections on such Mortgage Loan or a Trust
Subordinate Companion




    	 	-350-	 



    	 	 



    

Loan from collections on such Mortgage
Loan or Trust Subordinate Companion Loan, as applicable, on deposit in the related Loan Combination Custodial Account, pursuant to Section
3.06(A) of this Agreement. In addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor (but only to
the extent such fee is actually received from the related Mortgagor as a separately identifiable fee) with respect to each Major Decision
for which the Operating Advisor has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall
be payable from funds on deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect
to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related
Mortgagor. If the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer
or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the
applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent
not prohibited by the related Loan Documents, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor
into the Collection Account. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection
of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior to any such waiver or reduction.


(m)            
In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


Section 3.30          
Rating Agency Confirmation.


(a)              
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5
Information Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency
Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if
there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days
of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency
Declination, then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement
requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Serviced Mortgage Loans
and the Trust Subordinate Companion Loans (other than as set forth in clause (y) or (z) below), the




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Requesting Party (or, if the Requesting
Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major
Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special
Servicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action
is a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent
of the applicable Directing Holder (but in each case only in the case of actions that would otherwise be Major Decisions), which consent
shall be pursued by the Special Servicer and deemed given if such Directing Holder does not respond within seven (7) Business Days
of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties
under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b), whether or not
such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related
Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a
Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such
condition shall be considered satisfied if: (1) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P
is the non-responding Rating Agency; (2) the applicable replacement master servicer has a master servicer rating of at least
“CMS3” from Fitch or the applicable replacement special servicer has a special servicer rating of at least “CSS3”
from Fitch, if Fitch is the non-responding Rating Agency; (3) KBRA has not cited servicing concerns of the applicable replacement
master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction serviced
by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; and (4) in the case of the
replacement of the Special Servicer in respect of the 360 Rosemary Loan Combination or the Master Servicer, (A) the applicable replacement
master servicer or special servicer has a rating by DBRS Morningstar higher than or equal to “MOR CS3” as a master servicer
or special servicer, as applicable (if rated by DBRS Morningstar) or (B) the applicable replacement master servicer or special servicer,
as applicable, is currently acting as a master servicer or special servicer, as applicable, on a transaction-level basis on a CMBS transaction
currently rated by DBRS Morningstar that currently has securities outstanding and for which DBRS Morningstar has not cited servicing concerns
of the replacement master servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
rated by DBRS Morningstar in a commercial mortgage-backed securitization transaction rated by DBRS Morningstar and serviced by the applicable
replacement master servicer or special servicer, as applicable, prior to the time of determination, if DBRS Morningstar is the non-responding
rating agency; and (z) with respect to a replacement or successor of the Operating Advisor, such condition shall be deemed to be waived
with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns




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regarding the replacement operating advisor
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement
operating advisor acts as trust advisor or operating advisor prior to the time of determination.


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, pursuant
to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material reasonably necessary for the Rating Agency to process such request, subject to Section 12.13.
Such written Rating Agency Confirmation request shall be provided in electronic format in accordance with Section 12.13(b)
and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, shall be required to
send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


Promptly following the Requesting
Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,
as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating Agency
Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic written notice
in accordance with Section 12.13(b) of the action taken for the particular item at such time and the Master Servicer, Special
Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the
Rating Agencies in accordance with Section 12.13(b).


(b)              
For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable
for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation requirement in
the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by the Requesting Party
(or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing Serviced Loans if the subject
action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision or a Special Servicer
Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with respect to Performing Serviced
Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the Special Servicer), as applicable); provided,
that the Master Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer
Decision or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to
Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or
a Special Servicer Decision processed by the Special Servicer), as applicable, shall in any event review the other conditions required
under the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance
with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.




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(c)              
 For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless
the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


(d)              
With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not limited
to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”) requires
delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth
below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent
to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer
or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection
with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Serviced Companion
Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed
satisfied or not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this
Agreement; provided, that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion
Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special servicer, as applicable),
the Rule 17g-5 Information Provider’s counterpart for the related Other Securitization Trust, or such other party or parties
(as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format
as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two
(2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5
Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action
at approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other
materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency
Confirmation promptly following such request.


(e)              
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate
administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each case to
the extent known to it.


Section 3.31          
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder and the Combined Uncertificated VRR Interest
Owner acknowledges and




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agrees, by its acceptance of its Certificates
or Uncertificated VRR Interest, as applicable, that: (i) each Companion Loan Holder may have special relationships and interests
that conflict with those of the Combined Uncertificated VRR Interest Owner and/or Holders of one or more Classes of Certificates; (ii) each
Companion Loan Holder may act solely in its own interests; (iii) no Companion Loan Holder has any duty to the Combined Uncertificated
VRR Interest Owner or the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall have any liability whatsoever
for having so acted in its own interests, and neither the Combined Uncertificated VRR Interest Owner nor any Certificateholder may take
any action whatsoever against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion
Loan Holder’s having so acted in its own interests.


Section 3.32          
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to
the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file
to cts.cmbs.bond.admin@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled and delivered
in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s
Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under
Section 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.32 shall be
posted on the Certificate Administrator’s Website in such a manner that an Excluded Controlling Class Holder will only be prohibited
from accessing Excluded Information with respect to those Excluded Controlling Class Mortgage Loan(s) for which such Excluded Controlling
Class Holder is a Borrower Party; provided that the foregoing shall not be construed as an affirmative obligation for the
Certificate Administrator to perform such segregation). When so posted, the Excluded Controlling Class Holders shall be prohibited
from accessing Excluded Information with respect to any Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s
Website. None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.32 until such party has received written notice with respect
to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set
forth in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect
to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative or
Controlling Class Certificateholder that is not a Borrower Party




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with respect to the related Excluded Controlling
Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e)
of this Agreement.


Section 3.33          
Litigation Control


(a)              
The Special Servicer (with respect to each Mortgage Loan and Serviced Loan Combination other than any Excluded Special Servicer
Mortgage Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor,
guarantor, other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”) against the
Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named) and/or the Special Servicer,
and represent the interests of the Trust in any litigation relating to a Mortgage Loan or Loan Combination, as applicable, the related
Mortgaged Property or other collateral securing such Mortgage Loan or Loan Combination, or the enforcement of the obligations of a Borrower-Related
Party under the related Loan Documents (“Loan-Related Litigation”). In the event that the Master Servicer is named
in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related Litigation (and regardless of whether the Trust
is named), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than
within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.


(b)              
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall
(i) provide quarterly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have
the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to material decisions and material monetary
settlements related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel.
If and/or once the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation
as provided in Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligation set forth above and the
Special Servicer's selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably
withheld, delayed or conditioned. Further, if there are claims against the Master Servicer, the Trust and the Special Servicer, each party
at the request of the other shall enter into a joint defense agreement in accordance with Section 3.33(h) below.


(c)              
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling Class Representative
(only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Controlling Class Representative is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Controlling Class Representative),
and




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the related holder of any Companion Loan
(if such matter affects a Companion Loan and to the extent the identity of the holder of such Companion Loan is actually known to the
Special Servicer), and the Controlling Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for
so long as no Control Termination Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having
been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested
with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection
has not been received by the Special Servicer within such 5 Business Day period, then the Controlling Class Representative shall be deemed
to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders and the Uncertificated Interest Owners and, with
respect to a Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer may take such action without waiting
for the Controlling Class Representative’s response.


(d)              
Notwithstanding anything to the contrary in this Section 3.33, neither of the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided by the Controlling Class Representative that would require or cause such Special
Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause such Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Loan Combination, expose any Certificateholder,
any Uncertificated Interest Owner or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit
or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to
qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s,
the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


(e)              
Notwithstanding the right of the Special Servicer provided in this Section to represent the interests of the Trust in Loan-Related
Litigation, the Master Servicer shall retain the right at all times to make final decisions in the Master Servicer's reasonable discretion,
relating to claims against the Master Servicer where a settlement by the Special Servicer does not meet the conditions set forth in subclauses
(i) through (v) of the first sentence of clause (g) below, including but not limited to the right to engage separate counsel, to make
settlement decisions with respect to claims asserted against the Master Servicer and to appear in any proceeding on its own behalf. The
cost related to or incurred in connection with exercising such rights shall be subject to indemnification as and to the extent provided
in this Agreement. For the sake of clarity, the Master Servicer’s rights do not include the right to settle any claims against the
Master Servicer without the Special Servicer’s consent if such settlement would (i) contain any admission of liability or wrongdoing
on the part of the Master Servicer, the Trust, the Special Servicer or any other party to this Agreement, (ii) provide for the payment
of damages or any sums for which the Master Servicer will seek indemnification from the Trust or any party to this Agreement




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or (iii) prejudice or impair the defense
or counterclaims of the Trust or any party to this Agreement with respect to such Loan-Related Litigation.


(f)               
Further, nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement to
take or fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation of the REMIC
Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other such party to liability, or materially
expand the scope of the Master Servicer’s, any Special Servicer or such party’s obligations under this Agreement.


(g)              
Notwithstanding the Master Servicer’s right to make determinations relating to claims against
the Master Servicer, the Special Servicer may not direct the Master Servicer to settle any claims asserted against the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation) without the consent of the Master
Servicer unless (i) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent to
injunctive relief on the part of the Master Servicer and the Master Servicer is fully released, (ii) the cost of such settlement or any
resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or judgment is
provided for in this Agreement, (iii) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement
for all costs and expenses of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment,
(iv) any action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be
in compliance with the Servicing Standard, and (v) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory
to the Master Servicer as to the items in clauses (i), (ii), (iii) and (iv). With respect to any material settlements with respect to
any Mortgage Loan other than an Excluded Mortgage Loan, the Special Servicer shall be required to obtain the consent or consultation of
the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or Consultation Termination
Event, respectively.


(h)              
In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable
efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer and the Special Servicer
the rights afforded to such party in this Section.


(i)                
This Section shall not apply in and to the extent that the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on behalf
of the Trust in accordance with the Servicing Standard.


(j)                
Notwithstanding the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a)
of this Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Trustee,
Certificate Administrator, Custodian or Operating Advisor, in its respective




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individual capacity, or in the event
that any judgment is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual
capacity, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of
any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations
of a Mortgagor, guarantor or other obligor under the related Loan Documents, or otherwise relating to one or more Mortgage Loans or Mortgaged
Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, Certificate
Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the name of the
Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, whether in such capacity or individually, (ii) engage
counsel to represent the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (iii) settle any claim giving
rise to liability to the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity,
or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar
actions with the intent to cause, and that actually causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as
applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be
responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant
such consent); and (z) in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor,
as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement
or any Mortgage Loan, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the
right to retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct,
manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special
Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded Mortgage Loan,
with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination
Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or proceeding in its own name as representative
of the Trust.


(k)              
Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation
and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, CWCapital Asset Management LLC is no longer the Special Servicer
with respect to the related Mortgage Loan or related Loan Combination or has received notice of its replacement as Special Servicer with
respect to the related Mortgage Loan or related Loan Combination, whether or not such replacement is effective, or (ii) the Depositor,
any




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Sponsor, any Mortgage Loan Seller,
any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust or the Special
Servicer) in such Loan-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage
Loan or related Loan Combination (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates,
unless otherwise agreed to in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate
that is such a party or holds such interest. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special
Servicer relating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and apart
from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph, the
rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with respect
to servicing in this Agreement.


Section 3.34       
Resignation Upon Prohibited Risk Retention Affiliation.


Under Regulation RR, the
360 Rosemary Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition referred
to in the preceding sentence exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of
the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator
or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of the 360 Rosemary 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 360 Rosemary Third Party Purchaser, any Sponsor or any
Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator or the Trustee, as applicable, is or has become an
Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is
or has become an Affiliate (including a Risk Retention Affiliate) of the 360 Rosemary Third Party Purchaser, any Sponsor or any other
party to this Agreement (other than the Operating Advisor and Asset Representations Reviewer) (together with an Impermissible TPP Affiliate,
an “Impermissible Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate shall
promptly notify the Sponsors and the other parties to this Agreement and resign in accordance with Section 6.04, Section 8.07
or Section 11.03, as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket
costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and
to the extent required under this Agreement, provided however, if the affiliation causing an Impermissible Risk Retention Affiliate
is the result of the 360 Rosemary Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate
of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.


 


 



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Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01          
Distributions.


(a)              
(i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the
first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February
if the final Distribution Date occurs in such month) of each calendar year (commencing in 2023), pursuant to Section 3.23,
the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein
and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account (to the extent such Withheld Amounts relate to the
Mortgage Loans), the 360 Rosemary REMIC Distribution Account (to the extent such Withheld Amounts relate to the 360 Rosemary Trust Subordinate
Companion Loan) and the 111 River Street REMIC Distribution Account (to the extent such Withheld Amounts relate to the 111 River Street
Trust Subordinate Companion Loan), as applicable. On each Master Servicer Remittance Date, the Certificate Administrator shall withdraw
from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any Excess Liquidation
Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date, the amounts
that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating
Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed
on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and the last paragraph
of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the 360 Rosemary REMIC Distribution
Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding
sentences of this Section 4.01(a) shall be deemed distributed on the 360 Rosemary Regular Interests to the Upper-Tier
REMIC, in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). On each Distribution
Date, the amounts that have been transferred to the 111 River Street REMIC Distribution Account from the Collection Account or as P&I
Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a)
shall be deemed distributed on the 111 River Street Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii)
and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC
Distribution Account until distributed to the Certificateholders and the Combined Uncertificated Interest Owners.


(ii)             
All distributions made in respect of interest on any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
or in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in




    	 	-361-	 



    	 	 



    

the Preliminary Statement hereto. All distributions
made in respect of interest on any Class of the Pooled Class X Certificates on each Distribution Date pursuant to Section 4.01(b)
or Section 9.01, and allocable to any particular Component of such Class of Certificates in accordance with the last
paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect
of principal of any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates or in respect of principal of
the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements
(with interest) of applicable Realized Losses made in respect of any Class of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates or in respect of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC as reimbursements (with interest) of applicable Realized Losses, in respect of its Corresponding Lower-Tier
Regular Interest.


(iii)           
All distributions made in respect of interest on any Class of 111 River Street Loan-Specific Certificates on each Distribution
Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the 111 River
Street REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding 111 River Street Regular Interest set forth in the
Preliminary Statement hereto. All distributions made in respect of principal of any Class of 111 River Street Loan-Specific Certificates
on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed
from the 111 River Street REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding 111 River Street Regular Interest
set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized Losses made in
respect of any Class of 111 River Street Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m)
or Section 9.01 shall be deemed to have first been distributed from the 111 River Street REMIC to the Upper-Tier REMIC
as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding 111 River Street Regular
Interest.


(iv)            
All distributions made in respect of interest on any Class of 360 Rosemary Loan-Specific Principal Balance Certificates
on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed
from the 360 Rosemary REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding 360 Rosemary Regular Interest set
forth in the Preliminary Statement hereto. All distributions made in respect of interest on the Class 360X Certificates on each Distribution
Date pursuant to Section 4.01(o) or Section 9.01, and allocable to any particular Component of such Class of




    	 	-362-	 



    	 	 



    

Certificates in accordance with the last
paragraph of Section 4.01(o), shall be deemed to have first been distributed from the 360 Rosemary REMIC to the Upper-Tier
REMIC as interest in respect of such Component’s Corresponding 360 Rosemary Regular Interest. All distributions made in respect
of principal of any Class of 360 Rosemary Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o)
or Section 9.01 shall be deemed to have first been distributed from the 360 Rosemary REMIC to the Upper-Tier REMIC in
respect of principal of its Corresponding 360 Rosemary Regular Interest set forth in the Preliminary Statement hereto. All reimbursements
(with interest, if applicable) of applicable Realized Losses made in respect of any Class of 360 Rosemary Loan-Specific Certificates
on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed
from the 360 Rosemary REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses
in respect of its Corresponding 360 Rosemary Regular Interest.


(v)              
On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any Aggregate Pooled Available
Funds and Yield Maintenance Charges remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual
Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance
with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the
Class R Certificates shall receive distributions of any amounts remaining in the 111 River Street REMIC Distribution Account in respect
of the 111 River Street Residual Interest after all payments have been made to the Certificate Administrator as the holder of the 111
River Street Regular Interests in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d).
On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the 360 Rosemary
REMIC Distribution Account in respect of the 360 Rosemary Residual Interest after all payments have been made to the Certificate Administrator
as the holder of the 360 Rosemary Regular Interests in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d).


(b)              
On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable
Realized Losses, to the extent of Non-Uncertificated VRR Retained Pooled Available Funds on deposit therein, and distribute such amounts
to the Holders of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates and to the Holders of the Class R
Certificates in the amounts and in the order of priority set forth below:


(i)                
First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-J
Certificates, in respect of interest,




    	 	-363-	 



    	 	 



    

up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts of those Classes;


(ii)             
Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-AB Certificates, in reduction of the respective Certificate Balances thereof in the following priority (subject to
the penultimate paragraph of this Section 4.01(b)):


(A)            
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB
Scheduled Principal Balance with respect to such Distribution Date;


(B)             
to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclause (A) above, until the related Certificate Balance is reduced to zero;


(C)             
to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


(D)            
to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


(E)             
to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A)
through (D) above, until the related Certificate Balance is reduced to zero;


(F)             
to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero; and


(G)            
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such




    	 	-364-	 



    	 	 



    

Principal Distribution Amount distributed
pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


(iii)           
Third, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses
previously allocated to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(iv)            
Fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(v)              
Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-AB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of
the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


(vi)            
Sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(vii)         
Seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(viii)       
Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB and Class A-S Certificates have been reduced to zero, to the Holders of the Class B Certificates, in
reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is
reduced to zero;


(ix)            
Ninth, to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(x)              
Tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;




    	 	-365-	 



    	 	 



    

(xi)            
 Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date,
less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


(xii)         
Twelfth, to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(xiii)       
Thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xiv)        
Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


(xv)          
Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(xvi)        
Sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xvii)     
Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, to the Holders
of the Class E Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


(xviii)   
Eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;




    	 	-366-	 



    	 	 



    

(xix)        
 Nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


(xx)          
Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero,
to the Holders of the Class F Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


(xxi)        
Twenty-First, to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(xxii)     
Twenty-Second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xxiii)   
Twenty-Third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates have been reduced
to zero, to the Holders of the Class G Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior
clauses, until the related Certificate Balance is reduced to zero;


(xxiv)    
Twenty-Fourth, to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


(xxv)      
Twenty-Fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xxvi)    
Twenty-Sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates have
been reduced to zero, to the Holders of the Class H Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the related Certificate Balance is reduced to zero;


(xxvii) 
Twenty-Seventh, to the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously




    	 	-367-	 



    	 	 



    

allocated to such Class, plus interest
thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to
such Class;


(xxviii)  
 Twenty-Eighth, to the Holders of the Class J Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


(xxix)    
Twenty-Ninth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
have been reduced to zero, to the Holders of the Class J Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


(xxx)      
Thirtieth, to the Holders of the Class J Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the
date each related Realized Loss was allocated to such Class; and


(xxxi)    
 Last, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the Non-Uncertificated VRR Retained Pooled Available Funds for such Distribution Date on deposit in the Upper-Tier
REMIC Distribution Account.


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described in
clause (ii) above, remaining Non-Uncertificated VRR Retained Pooled Available Funds at such level shall be distributed up to an amount
equal to the Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances (and the schedule for the Class A-AB principal distributions
shall be disregarded). Any remaining Non-Uncertificated VRR Retained Pooled Available Funds will then be allocated as provided in clauses (iii)
through (xxxi) above.


All distributions of interest
made in respect of a Class of the Pooled Class X Certificates on any Distribution Date pursuant to this Section 4.01(b),
shall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if
there are multiple Components of such Class, in respect of all such Components, pro rata in accordance with the respective amounts
of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate
of each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest
Shortfall with respect to the Mortgage Pool for such Distribution Date, together with any amounts thereof remaining unpaid from previous
Distribution Dates.




    	 	-368-	 



    	 	 



    

(c)              
 On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit therein, to the extent of the Combined Uncertificated VRR Available Funds for such Distribution Date, and shall distribute
such amounts to the Combined Uncertificated VRR Interest Owner and the Class R Certificates in accordance with the following paragraph.
In connection therewith, for federal income tax purposes, the amounts distributed with respect to the Combined Uncertificated VRR Interest
on any Distribution Date in accordance with the following paragraph shall be deemed to have first been transferred to the Grantor Trust
in respect of the Class VRR Upper-Tier Regular Interest for the following purposes and in the following order of priority:


(i)                
First, to make distributions of interest on the Class VRR Upper-Tier Regular Interest, up to an amount equal to
the VRR Interest Distribution Amount for such Distribution Date;


(ii)             
Second, to make distributions in reduction of the Certificate Balance of the Class VRR Upper-Tier Regular Interest,
up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of
the Class VRR Upper-Tier Regular Interest has been reduced to zero; and


(iii)           
Third, to reimburse (with interest) prior write-offs of the Certificate Balance of the Class VRR Upper-Tier
Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously allocated to the Class VRR Upper-Tier
Regular Interest, plus interest in an amount equal to the VRR Realized Loss Interest Distribution Amount for such Distribution Date.


On each Distribution Date,
the Certificate Administrator shall apply the Combined Uncertificated VRR Available Funds for such Distribution Date to make distributions
to the Combined Uncertificated VRR Interest Owner for the following purposes and in the following order of priority:


(i)             
First, distributions of interest to the Combined Uncertificated VRR Interest Owner, up to an aggregate amount equal to the
VRR Interest Distribution Amount for such Distribution Date;


(ii)             
Second, distributions of principal to the Combined Uncertificated VRR Interest Owner, in reduction of the Combined Uncertificated
VRR Interest Balance thereof, up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until the Combined
Uncertificated VRR Interest Balance has been reduced to zero; and


(iii)           
Third, reimbursements (with interest) of prior write-offs of the Combined Uncertificated VRR Interest Balance to the Combined
Uncertificated VRR Interest Owner, up to an amount equal to the unreimbursed Realized Losses previously allocated to the Combined Uncertificated
VRR Interest, plus interest in




    	 	-369-	 



    	 	 



    

an aggregate amount equal to the VRR Realized
Loss Interest Distribution Amount for such Distribution Date;


provided that, with respect to any Distribution
Date, to the extent that the Combined Uncertificated VRR Available Funds for such Distribution Date exceeds the distributions to the Combined
Uncertificated VRR Interest Owner on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the
Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in respect of the Upper-Tier
Residual Interest.


 


(d)              
On each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates
and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, amounts on deposit
in the Upper-Tier REMIC Distribution Account that represent the Non-Uncertificated VRR Retained Percentage of each Yield Maintenance
Charge (such portion of any Yield Maintenance Charge, a “Non-Uncertificated VRR Retained Yield Maintenance Charge”)
collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied
a Principal Prepayment included in the Aggregate Pooled Available Funds for such Distribution Date) shall be distributed by the Certificate
Administrator to the Holders of the respective Classes of Non-Uncertificated VRR Retained Pooled Regular Certificates (excluding the Class
X-F, Class X-G, Class X-H, Class X-J, Class F, Class G, Class H and Class J Certificates) as follows: (A) first such Non-Uncertificated
VRR Retained Yield Maintenance Charge shall be allocated between (i) the group (the “YM Group A”) of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A and Class A-S Certificates,
(ii) the group (the “YM Group BC”) of the Class X-B, Class B and Class C Certificates, and
(iii) the group (the “YM Group DE” and, collectively with the YM Group A and the YM Group BC, the “YM Groups”)
of the Class X-D, Class D and Class E Certificates, pro rata based on the aggregate amount of principal distributed
with respect to the Class or Classes of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in each YM Group on
such Distribution Date, and (B) then, the portion of such Non-Uncertificated VRR Retained Yield Maintenance Charge allocated to each
YM Group shall be further allocated as among the Classes of Non-Uncertificated VRR Retained Pooled Regular Certificates in such YM Group,
in the following manner: (1) each Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in such YM Group
shall entitle the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Uncertificated
VRR Retained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as
principal to such Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates on such Distribution Date, and the
denominator of which is the total amount of principal distributed to all of the Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and
such Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates and (z) the portion of such Non-Uncertificated
VRR Retained Yield Maintenance Charge allocated to such YM Group; and (2) the portion of such Non-Uncertificated VRR Retained Yield Maintenance
Charge allocated to such YM Group on any Distribution Date and remaining after such




    	 	-370-	 



    	 	 



    

distributions with respect to the Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates contemplated by the preceding clause (1) shall be distributed to the Class of
Pooled Class X Certificates in such YM Group. If there is more than one Class of Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates in any YM Group entitled to distributions of principal on any particular Distribution Date on which Non-Uncertificated
VRR Retained Yield Maintenance Charges collected on the Mortgage Loans are distributable to such Classes, then the aggregate portion of
such Non-Uncertificated VRR Retained Yield Maintenance Charges allocated to such YM Group shall be allocated among all such Classes of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates up to, and on a pro rata basis in accordance with, their
respective entitlements in those Non-Uncertificated VRR Retained Yield Maintenance Charges in accordance with the preceding sentence.


Notwithstanding the foregoing
provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the Class X-B
Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E
Certificates have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Non-Uncertificated
VRR Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside
Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Pooled Available Funds for such Distribution
Date) shall be distributed by the Certificate Administrator to the Holders of the Class F, Class G, Class H and Class J Certificates (collectively,
the “Subordinate YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall entitle the
applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Uncertificated VRR Retained Yield
Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal to such
Class of Subordinate YM Certificates on such Distribution Date, and the denominator of which is the total amount of principal distributed
to all of the Subordinate YM Certificates on such Distribution Date, multiplied by (y) the total amount of Non-Uncertificated VRR
Retained Yield Maintenance Charges to be distributed on such Distribution Date. If there is more than one Class of Subordinate YM
Certificates entitled to distributions of principal on any particular Distribution Date on which the Non-Uncertificated VRR Retained Yield
Maintenance Charges are distributable to such Classes, then the aggregate amount of such Non-Uncertificated VRR Retained Yield Maintenance
Charges shall be allocated among all such Classes of Subordinate YM Certificates entitled to distributions of principal up to, and on
a pro rata basis in accordance with, their respective entitlements in those Non-Uncertificated VRR Retained Yield Maintenance Charges
in accordance with the preceding sentence of this paragraph.


On each Distribution Date,
amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Uncertificated VRR Retained Percentage of each
Yield Maintenance Charge collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced
Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Pooled Available Funds for such Distribution Date)
shall be distributed by the Certificate Administrator to the Combined Uncertificated VRR Interest Owner, with such distribution to be
deemed made through the Grantor Trust.




    	 	-371-	 



    	 	 



    

On any Distribution Date,
any Yield Maintenance Charges collected in respect of the 111 River Street Trust Subordinate Companion Loan during the related Collection
Period shall be distributed by the Certificate Administrator to the Holders of the 111 River Street Loan-Specific Certificates in the
following manner: (a) to the Holders of each Class of the 111 River Street Non-VRR Certificates in an amount equal to the product of (i)
a fraction, not greater than one, the numerator of which is the amount of principal distributed to such Class of the 111 River Street
Non-VRR Certificates on such Distribution Date and the denominator of which is the total amount of principal distributed to the Holders
of all the 111 River Street Non-VRR Certificates on such Distribution Date, (ii) the 111 River Street Base Interest Fraction for the related
Principal Prepayment and such Class of 111 River Street Non-VRR Certificates and (iii) the 111-Non-VRR Percentage of such Yield Maintenance
Charge; and (b) to the 111RR Interest Owner, the 111-VRR Percentage of such Yield Maintenance Charges.


On any Distribution Date,
any Yield Maintenance Charges collected in respect of the 360 Rosemary Trust Subordinate Companion Loan during the related Collection
Period shall be distributed by the Certificate Administrator to the Holders of the 360 Rosemary Loan-Specific Principal Balance Certificates
in the following manner: to the Holders of each Class of the 360 Rosemary Loan-Specific Principal Balance Certificates in an amount
equal to the product of (x) a fraction, the numerator of which is the amount of principal distributed to such Class of the 360 Rosemary
Loan-Specific Principal Balance Certificates on such Distribution Date and the denominator of which is the total amount of principal
distributed to the Holders of all of the 360 Rosemary Loan-Specific Principal Balance Certificates on such Distribution Date; and
(y) and the 360 Rosemary Base Interest Fraction for the related principal prepayment and such Class of 360 Rosemary Principal Balance
Loan Specific Certificates; and (z) the amount of such Yield Maintenance Charge. Any Yield Maintenance Charges collected in respect of
the 360 Rosemary Trust Subordinate Companion Loan in connection with principal prepayments, voluntary or involuntary, that are part of
the 360 Rosemary Available Funds for any Distribution Date, to the extent remaining after the distributions described in the immediately
preceding sentence (the “360 Rosemary IO Group YM Distribution Amount”), shall be allocated and distributed on such
Distribution Date to the Holders of the Class 360X Certificates.


Any portion of a Yield Maintenance
Charge that is distributed to Holders of the Non-Uncertificated VRR Retained Pooled Regular Certificates on any Distribution Date shall
be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving a principal distribution, pro rata,
based on the respective amounts of those principal distributions. Any portion of a Yield Maintenance Charge that is distributed to the
Holders of the Class VRR Certificates and the Combined Uncertificated VRR Interest Owner on any Distribution Date shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular
Interest, and then from the Upper-Tier REMIC to the Grantor Trust in respect of the Class VRR Upper-Tier Regular Interest.
Any portion of a Yield Maintenance Charge that is distributed to Holders of any Class of 360 Rosemary Loan-Specific Certificates
on any Distribution Date shall be deemed to have first been distributed from the 360 Rosemary REMIC to the Upper-Tier REMIC in respect
of its Corresponding 360 Rosemary Regular Interest set forth in the Preliminary Statement hereto. Any portion of a Yield Maintenance Charge
that is distributed to Holders of any Class of 111 River Street Loan-Specific Certificates on any Distribution Date shall be
deemed to have first been




    	 	-372-	 



    	 	 



    

distributed from the 111 River Street REMIC
to the Upper-Tier REMIC in respect of its Corresponding 111 River Street Regular Interest set forth in the Preliminary Statement hereto.


(e)              
On each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Non-Uncertificated VRR Retained Pooled
Available Funds for such Distribution Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would
be sufficient to pay all interest and principal due and owing to, and to reimburse (with interest thereon) all previously allocated applicable
Realized Losses reimbursable to, the Holders of the Non-Uncertificated VRR Retained Pooled Regular Certificates on such Distribution Date
pursuant to Section 4.01(b). If the Certificate Administrator determines that such Non-Uncertificated VRR Retained Pooled
Available Funds (as so determined) would not be sufficient to make such payments and reimbursements, then the Certificate Administrator
shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account on the
applicable Master Servicer Remittance Date an amount (to be included in the Aggregate Pooled Available Funds for the related Distribution
Date for allocation between the Combined Uncertificated VRR Interest and the Non-Uncertificated VRR Retained Pooled Regular Certificates)
equal to the lesser of (i) all amounts then on deposit in the Excess Liquidation Proceeds Reserve Account and (ii) the sum of (A) the
amount of the applicable insufficiency in such Non-Uncertificated VRR Retained Pooled Available Funds and (B) the Combined Uncertificated
VRR Allocation Percentage of the amount described in the immediately preceding sub-clause (A). The Certificate Administrator
may also withdraw funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the Holders of the Class R
Certificates in accordance with the last sentence of Section 3.05(c) of this Agreement.


(f)               
On each Distribution Date, following all distributions to be made on such date, the Certificate Balance of each Class of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates shall be reduced without distribution, as a write-off, to the extent of any applicable
Realized Loss allocated to such Class of Certificates, on such Distribution Date. On each Distribution Date, any applicable Realized
Loss with respect to the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates for such Distribution Date shall be allocated
to the following Classes of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in the following order, until the Certificate
Balance of each such Class of Certificates is reduced to zero: first, to the Class J Certificates; second, to the Class
H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the
Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth,
to the Class B Certificates; ninth, to the Class A-S Certificates and, finally, pro rata to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates,
(v) Class A-5 Certificates and (vi) Class A-AB Certificates based on their respective Certificate Balances.


On each Distribution Date,
following all distributions to be made on such date, any applicable Realized Loss for such Distribution Date shall be allocated to the
Class VRR Upper-Tier Regular Interest; and, in connection therewith, the Certificate Balance of the Class VRR Upper-Tier Regular Interest
will be reduced without distribution, as a write-off, to the extent of




    	 	-373-	 



    	 	 



    

such applicable Realized Loss. If any applicable
Realized Loss is so allocated to the Class VRR Upper-Tier Regular Interest on any Distribution Date, then such applicable Realized Loss
shall, in turn, be allocated to the Combined Uncertificated VRR Interest in reduction of the Combined Uncertificated VRR Interest Balance
of the Combined Uncertificated VRR Interest without distribution, as a write-off, to the extent of such applicable Realized Loss until
the Combined Uncertificated VRR Interest Balance is reduced to zero.


On each Distribution Date,
following the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses
deemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal
Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be deemed reduced as a
result of applicable Realized Losses, to equal the Certificate Balance of its Corresponding Certificates (or, in the case of the Class
LVRR Lower Tier Regular Interest, the Certificate Balance of the Class VRR Upper Tier Regular Interest) that will be outstanding immediately
following such Distribution Date.


The Notional Amount of the
Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions
of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB
and Class A-S Certificates and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2, Class
LA-3, Class LA-4, Class LA-5, Class LA-AB and Class LA-S Lower-Tier Regular Interests, in any
event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-B Certificates and the Component
Notional Amounts of the Class X-B Components will be reduced to reflect reductions of the Certificate Balances of the Class B
and Class C Certificates and of the Lower-Tier Principal Balances of the Class LB and Class LC Lower-Tier Regular
Interests, in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-D Certificates
and the Component Notional Amounts of the Class X-D Components will be reduced to reflect reductions of the Certificate Balances
of the Class D and Class E Certificates and of the Lower-Tier Principal Balances of the Class LD and Class LE
Lower-Tier Regular Interests, in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class
X-F Certificates and the Component Notional Amount of the Class X-F Component will be reduced to reflect reductions of the Certificate
Balance of the Class F Certificates and of the Lower-Tier Principal Balance of the Class LF Lower-Tier Regular Interest, in any event
resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-G Certificates and the Component Notional
Amount of the Class X-G Component will be reduced to reflect reductions of the Certificate Balance of the Class G Certificates and of
the Lower Tier Principal Balance of the Class LG Lower-Tier Regular Interest, in any event resulting from allocations of applicable Realized
Losses. The Notional Amount of the Class X-H Certificates and the Component Notional Amount of the Class X-H Component will be reduced
to reflect reductions of the Certificate Balance of the Class H Certificates and of the Lower-Tier Principal Balance of the Class LH Lower-Tier
Regular Interest, in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-J Certificates
and the Component Notional Amount of the Class X-J Component will be reduced to reflect reductions of the Certificate Balance of the Class
J Certificates and of the Lower-Tier Principal Balance of the Class LJ Lower-Tier Regular Interest, in any event resulting from allocations
of applicable Realized Losses.




    	 	-374-	 



    	 	 



    

The Certificate Balance of
each Class of 111 River Street Non-VRR Certificates shall be reduced without distribution on any Distribution Date, as a write off, to
the extent of any applicable 111 River Street Realized Loss allocated to such Class of Certificates, on such Distribution Date. On each
Distribution Date, any 111 River Street Realized Loss with respect to the 111 River Street Non-VRR Certificates for such Distribution
Date shall be allocated to the respective Classes of 111 River Street Non-VRR Certificates in the following order, until the Certificate
Balance of each such Class of Certificates is reduced to zero: first, to the Class 111E Certificates; second, to the
Class 111D Certificates; third, to the Class 111C Certificates; fourth, to the Class 111B Certificates; and fifth
to the Class 111A Certificates,


On each Distribution Date,
any 111RR Realized Loss with respect to the 111RR Interest for such Distribution Date shall be allocated to the 111RR Interest; and, in
connection therewith, the Certificate Balance of the 111RR Interest shall be reduced without distribution, as a write off, to the extent
of such 111RR Realized Loss.


On each Distribution Date,
following the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses
deemed made in respect of the 111 River Street Regular Interests pursuant to Section 4.01(a)(iii), the 111 River Street Principal
Balance of each 111 River Street Regular Interest (after taking account of such deemed distributions) shall be deemed reduced as a result
of applicable Realized Losses allocated to its Corresponding Certificates, to equal the Certificate Balance of its Corresponding Certificates
that will be outstanding immediately following such Distribution Date.


The Certificate Balance of
each Class of 360 Rosemary Loan Specific Principal Balance Certificates shall be reduced without distribution on any Distribution Date,
as a write off, to the extent of any applicable Realized Loss allocated to such Class of Certificates, on such Distribution Date. On each
Distribution Date, any Realized Loss with respect to the 360 Rosemary Loan Specific Principal Balance Certificates for such Distribution
Date shall be allocated to the following Classes of 360 Rosemary Loan Specific Principal Balance Certificates in the following order,
until the Certificate Balance of each such Class of Certificates is reduced to zero: first, to the Class 360RR Certificates; second,
to the Class 360E Certificates; third, to the Class 360D Certificates; fourth, to the Class 360C Certificates; fifth,
to the Class 360B Certificates; and sixth, to the Class 360A Certificates.


On each Distribution Date,
following the deemed distributions of principal or in reimbursement (with interest) of previously allocated applicable Realized Losses
deemed made in respect of the 360 Rosemary Regular Interests pursuant to Section 4.01(a)(iv), the 360 Rosemary Principal Balance
of each 360 Rosemary Regular Interest (after taking account of such deemed distributions) shall be deemed reduced as a result of applicable
Realized Losses allocated to its Corresponding Certificates, to equal the Certificate Balance of its Corresponding Certificates that will
be outstanding immediately following such Distribution Date.


The Notional Amount of the
Class 360X Certificates and the Component Notional Amounts of the Class 360X Components will be reduced to reflect reductions of the Certificate
Balances of the Class 360A Certificates and of the 360 Rosemary Principal Balances of the Class L360A 360 Rosemary Regular Interest, in
any event resulting from allocations of applicable Realized Losses




    	 	-375-	 



    	 	 



    

(g)              
Distributions in reimbursement of applicable Realized Losses previously allocated to the respective Classes of the Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates and deemed distributions in reimbursement of applicable Realized Losses previously
allocated to the Class VRR Upper-Tier Regular Interest shall be made in the amounts and manner specified in Section 4.01(b)
or Section 4.01(c), as applicable. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that
were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction
of the Aggregate Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the
Distribution Date related to the Collection Period during which the recovery occurred): (i) the Non-Uncertificated VRR Retained Percentage
of the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates that previously were allocated applicable Realized Losses, in the same sequential
order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser of (A) the unallocated
portion of the Non-Uncertificated VRR Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed Realized
Losses previously allocated to the subject Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates, and
the Interest Shortfall with respect to each affected Class of Non-Uncertificated VRR Retained Pooled Regular Certificates for
the next Distribution Date will be increased by the aggregate amount of interest that would have accrued through the then current Distribution
Date if the restored write-down for such reimbursed Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
had never been written down; and (ii) the Uncertificated VRR Retained Percentage of the amount of such recovery will be added to the
Certificate Balance of the Class VRR Upper-Tier Regular Interest (and, accordingly, to the Combined Uncertificated VRR Interest
Balance of the Combined Uncertificated VRR Interest) up to the lesser of (A) the Uncertificated VRR Retained Percentage of the amount
of such recovery and (B) the amount of the unreimbursed applicable Realized Losses previously allocated to the Class VRR Upper-Tier
Regular Interest (and, accordingly, the Combined Uncertificated VRR Interest), and the interest payable on the Class VRR Upper-Tier
Regular Interest (and, accordingly, the Combined Uncertificated VRR Interest) will be deemed increased by the Combined Uncertificated
VRR Allocation Percentage of any contemporaneous increases in interest payable on the Non-Uncertificated VRR Retained Pooled Regular
Certificates pursuant to clause (i) of this sentence (which such increase shall accordingly be allocated to the Combined Uncertificated
VRR Interest). To the extent that the Certificate Balance of, and/or any interest payable on, any Class of Non-Uncertificated
VRR Retained Pooled Regular Certificates or any Component thereof or the Class VRR Upper-Tier Regular Interest is so increased
or deemed increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable
on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance of the Class VRR Upper-Tier Regular Interest is increased
as contemplated above in this paragraph, then the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest
shall be increased by such increase in the Certificate Balance of the Class VRR Upper-Tier Regular Interest. If the Certificate Balance
of any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular




    	 	-376-	 



    	 	 



    

Interest (or the Combined Uncertificated
VRR Interest Balance of the Combined Uncertificated VRR Interest or the Lower-Tier Principal Balance of any Lower-Tier Regular
Interest) is so increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of Non-Uncertificated VRR Retained
Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest (or the Combined Uncertificated VRR Interest or such
Lower-Tier Regular Interest), as the case may be, shall be decreased by such amount, and any interest accrued on the amount of unreimbursed
applicable Realized Losses so decreased shall be deemed not to exist.


Distributions in reimbursement
of 111 River Street Realized Losses previously allocated to the respective Classes of the 111 River Street Non-VRR Certificates and distributions
in reimbursement of 111RR Realized Losses previously allocated to the 111RR Interest shall be made in the amounts and manner specified
in Section 4.01(m) or Section 4.01(n), as applicable. If and to the extent that any Nonrecoverable Advances (plus interest
thereon) that were reimbursed from principal collections on the Trust Subordinate Companion Loan and previously resulted in a reduction
of the 111 River Street Principal Distribution Amount are subsequently recovered on the Trust Subordinate Companion Loan or related REO
Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i) the 111-Non-VRR Percentage
of the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of 111 River Street Non-VRR Certificates
that previously were allocated 111 River Street Realized Losses, in the same sequential order as distributions pursuant to Section
4.01(m) of this Agreement, in each case up to the lesser of (A) the unallocated portion of the 111-Non-VRR Percentage of the amount
of such recovery and (B) the amount of the unreimbursed 111 River Street Realized Losses previously allocated to the subject Class of
111 River Street Non-VRR Certificates, and the 111 River Street Interest Shortfall with respect to each affected Class of 111 River Street
Non-VRR Certificates for the next Distribution Date shall be increased by the aggregate amount of interest that would have accrued through
the then current Distribution Date if the restored write down for such reimbursed Class of 111 River Street Non-VRR Certificates had never
been written down; and (ii) the 111-VRR Percentage of the amount of such recovery will be added to the Certificate Balance of the 111RR
Interest up to the lesser of (A) the 111-VRR Percentage of the amount of such recovery and (B) the amount of the unreimbursed 111RR Realized
Losses previously allocated to the 111RR Interest and the interest payable on the 111RR Interest will be deemed increased by the 111RR
Allocation Percentage of any contemporaneous increases in interest payable on the 111 River Street Non-VRR Certificates pursuant to clause
(i) of this sentence. To the extent that the Certificate Balance of, and/or any interest payable on, any Class of 111 River Street Non-VRR
Certificates or the 111RR Interest is so increased or deemed increased, an identical increase shall be deemed made to the 111 River Street
Principal Balance of, and any interest payable on, the Corresponding 111 River Street Regular Interest. If the Certificate Balance of
any Class of 111 River Street Non-VRR Certificates or the 111RR Interest (or the 111 River Street Principal Balance of any 111 River Street
Regular Interest) is so increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of 111 River Street
Non-VRR Certificates or the 111RR Interest (or such 111 River Street Regular Interest), as the case may be, shall be decreased by such
amount, and any interest accrued on the amount of such unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.


Distributions in reimbursement
of Realized Losses previously allocated to the respective Classes of the 360 Rosemary Loan-Specific Principal Balance Certificates shall
be




    	 	-377-	 



    	 	 



    

made in the amounts and manner specified in
Section 4.01(o). If and to the extent that any Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were
reimbursed from principal collections on the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan
with respect thereto) and previously resulted in a reduction of the 360 Rosemary Principal Distribution Amount are subsequently recovered
on the 360 Rosemary Trust Subordinate Companion Loan or related REO Property, then (on the Distribution Date related to the Collection
Period during which the recovery occurred): (i) the amount of such recovery shall be added to the Certificate Balance(s) of the Class
or Classes of 360 Rosemary Loan-Specific Principal Balance Certificates that previously were allocated applicable Realized Losses, in
the same sequential order as distributions pursuant to Section 4.01(o) of this Agreement, in each case up to the lesser of (A)
the unallocated portion of the amount of such recovery and (B) the amount of the unreimbursed applicable Realized Losses previously allocated
to the subject Class of 360 Rosemary Loan-Specific Principal Balance Certificates, and (ii) the 360 Rosemary Interest Shortfall with respect
to each affected Class of 360 Rosemary Loan-Specific 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 360 Rosemary
Loan-Specific Certificates had never been written down. To the extent that the Certificate Balance of, and/or any interest payable on,
any Class of 360 Rosemary Loan-Specific Certificates or any Component thereof is so increased or deemed increased, an identical increase
shall be deemed made to the 360 Rosemary Principal Balance of, and any interest payable on, the Corresponding 360 Rosemary Regular Interest.
If the Certificate Balance of any Class of 360 Rosemary Loan-Specific Certificates (or the 360 Rosemary Principal Balance of any 360 Rosemary
Regular Interest) is increased as contemplated above in this paragraph, then the amount of unreimbursed applicable Realized Losses in
respect of such Class of 360 Rosemary Loan-Specific Certificates (or such 360 Rosemary Regular Interest) shall be decreased by such amount,
and any interest accrued on the amount of such unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.


(h)              
All amounts distributable, or reductions allocable on account of applicable Realized Losses, to a Class of Certificates pursuant
to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such
Class based on their respective Percentage Interests. All distributions on each Class of Certificates or the Uncertificated Interests
pursuant to this Section 4.01 shall be made by the Certificate Administrator on each Distribution Date other than the Termination
Date to each Certificateholder or Uncertificated Interest Owner of record at the close of business on the related Record Date by wire
transfer of immediately available funds to the account of such Certificateholder or Uncertificated Interest Owner at a bank or other entity
located in the United States and having appropriate facilities to accept such funds, if such Certificateholder or Uncertificated Interest
Owner has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder or Uncertificated Interest Owner. The final distribution on each Certificate or Uncertificated
Interest shall be made in like manner, but in the case of a Certificate, only upon presentation and surrender of such Certificate, and
in the case of an Uncertificated Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution
on such Uncertificated Interest, at the office of the




    	 	-378-	 



    	 	 



    

Certificate Administrator or its agent
(which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders
or the Uncertificated Interest Owners, as applicable, of the pendency of the final distribution. The Certificate Administrator shall be
responsible for making all distributions on the Certificates and the Uncertificated Interests contemplated hereunder.


(i)                
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates or any Uncertificated Interest is expected to be made (or, if the Certificate Administrator has not received notice of such
Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each
Holder of such Class of Certificates and each related Uncertificated Interest Owner, on such date a notice to the effect that:


(i)                
the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates or such Uncertificated Interest will be made on such Distribution Date, but in the case of
Certificates only upon presentation and surrender of such Certificates, and in the case of an Uncertificated Interest, only upon delivery
of a written instrument acknowledging surrender of and final distribution on such Uncertificated Interest, at the office of the Certificate
Administrator therein specified, and


(ii)             
if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, such
Uncertificated Interest or the Class VRR Upper-Tier Regular Interest, or on the Corresponding Lower-Tier Regular Interest, Corresponding
360 Rosemary Regular Interest or Corresponding 111 River Street Regular Interest, as applicable, from and after such Distribution Date;
provided, however, that the Class R Certificates shall remain outstanding until there is no other Class of Certificates
outstanding.


Any funds not distributed
to any Holder or Holders of Certificates of such Class or to any Uncertificated Interest Owner on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates or the failure of such Uncertificated Interest Owner to deliver the instrument
contemplated in clause (i) of the first paragraph of this Section 4.01(i) shall, on such date, be set aside and held in trust for
the benefit of the appropriate non-tendering Holder or Holders or Uncertificated Interest Owner(s). If any Certificates or Uncertificated
Interest as to which notice has been given pursuant to this Section 4.01(i) shall not have been surrendered for cancellation
within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders or Uncertificated Interest Owner(s) to surrender their Certificates or Uncertificated Interest(s)
for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
and Uncertificated Interest(s) shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an
agent, take appropriate steps to contact the remaining non-tendering Certificateholders or Uncertificated Interest Owner(s) concerning
surrender of their Certificates or Uncertificated




    	 	-379-	 



    	 	 



    

Interest(s). The costs and expenses of holding
such funds in trust and of contacting such Certificateholders or Uncertificated Interest Owner(s) shall be paid out of such funds. Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any such Certificates or Uncertificated
Interest(s) shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts
distributable to the Holders thereof or the Uncertificated Interest Owner(s), as applicable, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders or Uncertificated Interest Owner(s) until the earlier of (i) its termination as
Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any
Certificateholder or any Uncertificated Interest Owner on any amount held in trust hereunder or by the Certificate Administrator as a
result of such Certificateholder’s failure to surrender its Certificate(s) or such Uncertificated Interest Owner’s failure
to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with this Section 4.01(i).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders
or Uncertificated Interest Owner(s) not presenting and surrendering their Certificates or Uncertificated Interest(s), as applicable, in
the aforesaid manner.


(j)                
The Non-Uncertificated VRR Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage
Pool for each Distribution Date will be allocated among the various Classes of Non-Uncertificated VRR Retained Pooled Regular Certificates,
pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Non-Uncertificated VRR Retained Pooled
Regular Certificates for such Distribution Date, and the Uncertificated VRR Retained Percentage of the Excess Prepayment Interest Shortfall,
if any, for each Distribution Date will be deemed allocated to the Class VRR Upper-Tier Regular Interest (and, accordingly, the
Combined Uncertificated VRR Interest; and will, in turn, be deemed allocated to the Combined Uncertificated VRR Interest). The portion
of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of Pooled Class X Certificates
shall, in turn, be allocated among the various Components of such Class of Pooled Class X Certificates, pro rata, based
upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution Date. The portion of any
Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Non-Uncertificated VRR Retained Pooled
Principal Balance Certificates, the Class VRR Upper-Tier Regular Interest or any Component of a Class of Pooled Class X
Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates, the Class VRR Upper-Tier Regular Interest or such Component,
as applicable.


The 111-Non-VRR Percentage
of the Excess Prepayment Interest Shortfall, if any, with respect to the 111 River Street Trust Subordinate Companion Loan for each Distribution
Date will be allocated among the various Classes of 111 River Street Non-VRR Certificates, pro rata, based upon the respective 111 River
Street Interest Accrual Amounts with respect to such Classes of 111 River Street Non-VRR Certificates for such Distribution Date, and
the 111-VRR Percentage of any such Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be deemed allocated
to the 111RR Interest. The portion of any Excess Prepayment Interest Shortfall with




    	 	-380-	 



    	 	 



    

respect to the 111 River Street Trust Subordinate
Companion Loan for any Distribution Date so allocated to any Class of 111 River Street Non-VRR Certificates or the 111RR Interest shall
be deemed to have first been allocated to the Corresponding 111 River Street Regular Interest for such Class of 111 River Street Non-VRR
Certificates or the 111RR Interest, as applicable.


The Excess Prepayment Interest
Shortfall, if any, with respect to the 360 Rosemary Trust Subordinate Companion Loan for each Distribution Date will be allocated among
the various Classes of 360 Rosemary Loan-Specific Certificates, pro rata, based upon the respective 360 Rosemary Interest Accrual Amounts
with respect to such Classes of 360 Rosemary Loan-Specific Certificates for such Distribution Date. The portion of any Excess Prepayment
Interest Shortfall for any Distribution Date so allocable to the Class 360X Certificates shall, in turn, be allocated among the various
Components of the Class 360X Certificates, pro rata, based upon the respective amounts of Accrued Component Interest with respect to such
Components for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall with respect to the 360 Rosemary Trust
Subordinate Companion Loan for any Distribution Date so allocated to any Class of 360 Rosemary Loan-Specific Certificates or any Component
of the Class 360X Certificate shall be deemed to have first been allocated to the Corresponding 360 Rosemary Regular Interest for such
Class of 360 Rosemary Loan-Specific Certificates or such Component.


(k)              
On each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage Loan
that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding the related
Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute such Excess
Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Uncertificated VRR Retained Percentage of
such Excess Interest; and (ii) to the Combined Uncertificated VRR Interest Owner, in an amount equal to the Uncertificated VRR Retained
Percentage of such Excess Interest.


(l)                
The various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of,
or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution to
the Holders of such Class of Certificates on such Distribution Date.


(m)            
On each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution
Account equal to the product of (i) the 111 River Street Available Funds and (ii) the 111-Non-VRR Percentage, in the following
order of priority:


(i)                
First, to the Holders of the Class 111A Certificates, in respect of interest, up to an amount equal to the 111 River
Street Interest Distribution Amount for such Class;


(ii)             
Second, to the Holders of the Class 111A Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal




    	 	-381-	 



    	 	 



    

Distribution Amount for such Distribution
Date, until the Certificate Balance of the Class 111A Certificates has been reduced to zero;


(iii)           
Third, to the Holders of the Class 111A Certificates, up to an amount equal to the aggregate of unreimbursed 111 River Street
Realized Losses previously allocated to such Class;


(iv)            
Fourth, to the Holders of the Class 111B Certificates, in respect of interest, up to an amount equal to the 111 River Street
Interest Distribution Amount for such Class;


(v)              
Fifth, to the Holders of the Class 111B Certificates, in reduction of the Certificate Balance thereof, in an amount up to
the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(vi)            
Sixth, to the Holders of the Class 111B Certificates, up to an amount equal to the aggregate of unreimbursed 111 River Street
Realized Losses previously allocated to such Class;


(vii)         
Seventh, to the Holders of the Class 111C Certificates, in respect of interest, up to an amount equal to the 111 River Street
Interest Distribution Amount of such Class;


(viii)       
Eighth, to the Holders of the Class 111C Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(ix)            
Ninth, to the Holders of the Class 111C Certificates, up to an amount equal to the aggregate of unreimbursed 111 River Street
Realized Losses previously allocated to such Class;


(x)              
Tenth, to the Holders of the Class 111D Certificates, in respect of interest, up to an amount equal to the 111 River Street
Interest Distribution Amount of such Class;


(xi)            
Eleventh, to the Holders of the Class 111D Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xii)         
Twelfth, to the Holders of the Class 111D Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class;




    	 	-382-	 



    	 	 



    

(xiii)       
 Thirteenth, to the Holders of the Class 111E Certificates, in respect of interest, up to an amount equal to the 111 River
Street Interest Distribution Amount of such Class;


(xiv)        
Fourteenth, to the Holders of the Class 111E Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xv)          
Fifteenth, to the Holders of the Class 111E Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class; and


(xvi)        
Sixteenth, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the 111 River Street Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


(n)              
On each Distribution Date, for so long as the Certificate Balance of the 111RR Interest has not been reduced to zero, the Certificate
Administrator shall apply amounts on deposit in the Upper-Tier REMIC Distribution Account for distribution to the 111RR Interest, to the
extent of the 111RR Available Funds, in the following order of priority:


(i)                
First, to the 111RR Interest, in respect of interest, up to an amount equal to the 111RR Interest Distribution Amount for
such Distribution Date;


(ii)             
Second, to the 111RR Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the 111RR Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of the 111RR Interest has been reduced to zero; and


(iii)           
Third, to reimburse (with interest) prior write-offs of the Certificate Balance of the 111RR Interest, up to an amount equal
to the unreimbursed Applied 111RR Realized Loss Amounts previously allocated to the 111RR Interest;


provided, however, that to the extent
any 111RR Available Funds remain in the Distribution Account after applying amounts as set forth in clauses First through Third
above, any such amounts shall be disbursed to the Class R Certificates in compliance with the Code and applicable REMIC Regulations.


(o)              
On each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution
Account, to the extent of the 360 Rosemary Available Funds, in the following order of priority:




    	 	-383-	 



    	 	 



    

(i)                
 First, to the Holders of the Class 360A and Class 360X Certificates, in respect of interest, up to an amount equal to,
and pro rata in accordance with, the respective the 360 Rosemary Interest Distribution Amount for such Classes;


(ii)             
Second, to the Holders of the Class 360A Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class 360A Certificates
has been reduced to zero;


(iii)           
Third, to the Holders of the Class 360A Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


(iv)            
Fourth, to the Holders of the Class 360B Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


(v)              
Fifth, to the Holders of the Class 360B Certificates, in reduction of the Certificate Balance thereof, in an amount up to
the 360 Rosemary Principal Distribution Amount for such Distribution Date less amounts of such 360 Rosemary Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(vi)            
Sixth, to the Holders of the Class 360B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


(vii)         
Seventh, to the Holders of the Class 360C Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


(viii)       
Eighth, to the Holders of the Class 360C Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount for such Distribution Date less amounts of such 360 Rosemary Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(ix)            
Ninth, to the Holders of the Class 360C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


(x)              
Tenth, to the Holders of the Class 360D Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


(xi)            
Eleventh, to the Holders of the Class 360D Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution




    	 	-384-	 



    	 	 



    

Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;


(xii)         
Twelfth, to the Holders of the Class 360D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class;


(xiii)       
Thirteenth, to the Holders of the Class 360E Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


(xiv)        
Fourteenth, to the Holders of the Class 360E Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xv)          
Fifteenth, to the Holders of the Class 360E Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class;


(xvi)        
Sixteenth, to the Holders of the Class 360RR Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


(xvii)     
Seventeenth, to the Holders of the Class 360RR Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


(xviii)   
Eighteenth, to the Holders of the Class 360RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class; and


(xix)        
Nineteenth, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the 360 Rosemary Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


Section 4.02          
Statements to Certificateholders and Uncertificated VRR Interest Owner; Certain Reports by the Master Servicer and the Special
Servicer.


(a)              
Based on loan-level information (including, without limitation, information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package (IRP) in accordance with CREFC® guidelines) received from the
Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate Administrator shall provide or make available
a report, including reports in substantially the form attached




    	 	-385-	 



    	 	 



    

hereto as Exhibit D (the
“Distribution Date Statement”), setting forth, among other things, the following information:


(A)            
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Pooled Principal Balance Certificates
and the Combined Uncertificated VRR Interest Owner and applied to reduce the respective Certificate Balance thereof or the Combined Uncertificated
VRR Interest Balance of the Combined Uncertificated VRR Interest, as applicable;


(B)             
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates and the Combined
Uncertificated VRR Interest Owner allocable to (A) an Interest Distribution Amount (or, if applicable, a portion of the VRR Interest
Distribution Amount), (B) Yield Maintenance Charges and (C) Excess Interest;


(C)             
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


(D)            
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and
the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each
Mortgage Loan as of the related Determination Date;


(E)             
the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by
or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


(F)             
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


(G)            
the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the
outstanding Mortgage Loans, at the close of business on the related Determination Date;


(H)            
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)
delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are
not delinquent or (F) as to which foreclosure proceedings have been commenced;




    	 	-386-	 



    	 	 



    

(I)               
 the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


(J)               
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to
the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance of
such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and
date upon which the Appraisal was performed;


(K)            
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection
Period and the portion thereof included in the Aggregate Pooled Available Funds for such Distribution Date;


(L)             
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as
of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts,
if any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate Pooled Available
Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;


(M)           
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of
during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
if any, received in respect of such REO Property during the related Collection Period, the portion thereof included in the Aggregate Pooled
Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;


(N)            
the Interest Distribution Amount in respect of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates for
such Distribution Date, and the VRR Interest Distribution Amount for such Distribution Date;


(O)                           any unpaid Interest
Distribution Amount in respect of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates after giving effect
to the distributions made on such Distribution Date;




    	 	-387-	 



    	 	 



    

(P)                           the
Pass-Through Rate for each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates for such Distribution Date;


(Q)            
the original Certificate Balance, Notional Amount or Uncertificated VRR Interest Balance as of the Closing Date and the Certificate
Balance, Notional Amount or Uncertificated VRR Interest Balance, as the case may be, of each Class of Non-Uncertificated VRR Retained
Pooled Regular Certificates, the Class VRR Certificates and the Combined Uncertificated VRR Interest immediately before and immediately
after such Distribution Date, separately identifying any reduction in the Certificate Balance, Notional Amount or Uncertificated VRR Interest
Balance, as the case may be, of each such Class of Certificates and the Combined Uncertificated VRR Interest due to applicable Realized
Losses;


(R)            
the Certificate Factor for each Class of Pooled Principal Balance Certificates and Pooled Class X Certificates immediately
following such Distribution Date;


(S)           
the Principal Distribution Amount, VRR Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution
Date;


(T)                            the
aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment Interest
Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


(U)            
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust
Fund during the related Collection Period, and any Realized Losses for the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
and the Combined Uncertificated VRR Interest, respectively, for such Distribution Date;


(V)            
any Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction
Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


(W)          
identification of any material modification, extension or waiver of a Mortgage Loan;


(X)            
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable
Mortgage Loan Seller;


(Y)            
the identity of the Operating Advisor;




    	 	-388-	 



    	 	 



    

(Z)             
 the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


(AA)     
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


(BB)         
the identity of the Controlling Class;


(CC)          
the identity of the Controlling Class Representative;


(DD)      
   such additional information as contemplated by Exhibit D to this Agreement; and


(EE)        
the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust
Fund that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan
Purchase Agreements.


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


On each Distribution Date,
the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R
Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth
the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC on such
Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided
substantially comparable information pursuant to any requirements of the Code as from time to time in force. Subject to any potential
liability for willful misconduct, bad faith or negligence under Sections 6.01, 6.03, 8.01 or 8.05, as
applicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the
accuracy or completeness of any information supplied to it by or on behalf of a Mortgagor (or a third party on its behalf), any Mortgage
Loan Seller (including the information in the Prospectus), another party to this Agreement or a party to an Outside Servicing Agreement
that is included in any reports, statements, materials or information prepared or provided by it.


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of item (vii) below,
solely to Certificateholders, Certificate Owners and the Uncertificated Interest Owners, and provided that the Prospectus, Distribution
Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any Privileged Person
that is a Borrower Party shall only be entitled to access the Public Documents, except as




    	 	-389-	 



    	 	 



    

otherwise provided herein with respect to the
Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative), the following items (in
each case to the extent such items were prepared by or delivered to the Certificate Administrator):


(i)                  
the following “deal documents”:


(A)            
the Prospectus;


(B)          
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


(C)            
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


(ii)                   
the following “Commission EDGAR filings”:


(A)           
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


(iii)                
the following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


(A)            
the Distribution Date Statements;


(B)           
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator
has received such report or file; and


(C)             
all Operating Advisor Annual Reports;


(iv)               
the following documents, which shall be made available under a tab or heading designated “additional documents”:


(A)         
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21
of this Agreement;


(B)           
any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator pursuant to Section 3.18 of this Agreement;


(C)           
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and




    	 	-390-	 



    	 	 



    

(D)         
 any notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage
Loan, including the related CREFC® Appraisal Reduction Template;


(v)              
the following documents, which shall be made available under a tab or heading designated “special notices”:


(A)            
notice of any release based on an environmental release under this Agreement;


(B)            
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


(C)             
notice of final payment on the Certificates or the Uncertificated Interests;


(D)            
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
and the Uncertificated Interest Owners of the termination of the Master Servicer or the Special Servicer;


(E)             
notice of termination or resignation of the Master Servicer or the Special Servicer;


(F)             
notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor
Trustee or the successor Certificate Administrator, as applicable;


(G)            
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the
Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


(H)          
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related
report prepared by the Operating Advisor in connection with such recommendation;


(I)             
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


(J)            
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final
Asset Review Report received by the Certificate Administrator;




    	 	-391-	 



    	 	 



    

(K)            
 any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


(L)           
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance was
(or, if made, would be) a Nonrecoverable Advance;


(M)           
notice of the termination of the Trust;


(N)           
any notice that a Control Termination Event, a 360 Rosemary Control Appraisal Period or a 111 River Street Control Appraisal Period
has occurred or is terminated or that a Consultation Termination Event or a 360 Rosemary Operating Advisor Consultation Trigger Event
has occurred;


(O)            
any notice of the occurrence of an Operating Advisor Termination Event;


(P)             
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(Q)            
any assessments of compliance delivered to the Certificate Administrator;


(R)             
any attestation reports delivered to the Certificate Administrator;


(S)             
any “special notices” required by a Certificateholder or an Uncertificated Interest Owner to be posted on the Certificate
Administrator’s Website pursuant to Section 5.07; and


(T)             
any Proposed Course of Action Notice;


(vi)               
the Investor Q&A Forum;


(vii)             
solely to Certificateholders, Certificate Owners and Uncertificated Interest Owners that are Privileged Persons, the Investor Registry;
and


(viii)           
the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or from the Retaining
Sponsor regarding non-compliance by BMO or Sabal with, or any other matter related to, Regulation RR);


provided that, with respect to a Control
Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Mortgage Loan, the Certificate
Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or
the notice of the occurrence and continuance of a




    	 	-392-	 



    	 	 



    

Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Mortgage Loan.


Notwithstanding the foregoing,
all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii) above) and
made available to Privileged Persons other than any Excluded Controlling Class Holder (unless a loan-by-loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement shall prohibit the Controlling
Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information
relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such
Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Controlling
Class Representative or Controlling Class Certificateholder via the Certificate Administrator’s Website, such Controlling
Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e)
of this Agreement.


Notwithstanding any of the
foregoing to the contrary, if the Special Servicer is a Borrower Party with respect to any Mortgage Loan or Serviced Loan Combination,
the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided, that the Special
Servicer hereby agrees not to access, and is not permitted to access, Excluded Special Servicer Information with respect to any Excluded
Special Servicer Mortgage Loan (but shall be permitted to access any information with respect to any Mortgage Loan other than any related
Excluded Special Servicer Mortgage Loan) made available on the Certificate Administrator’s Website or otherwise pursuant to this
Agreement. If the Special Servicer is a Borrower Party with respect to any Excluded Special Servicer Mortgage Loan, the Special Servicer
(i) shall not, directly or indirectly provide any information related to any Excluded Special Servicer Mortgage Loan (which shall include,
without limitation, any Excluded Information related to such Excluded Special Servicer Mortgage Loan) to (A) any related Borrower Party,
(B) any employees or personnel of the Special Servicer or any of its Affiliates involved in the management of any investment in any related
Borrower Party or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds
a direct or indirect ownership interest in any related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above. Notwithstanding any provision to the contrary herein, the Certificate Administrator shall not have any obligation to restrict access
by the Special Servicer or any Excluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s Website
related to any Excluded Special Servicer Mortgage Loan.


Any Person that is a Borrower
Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling
Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor Certification substantially
in the form of




    	 	-393-	 



    	 	 



    

Exhibit M-1C and a notice in
the form of Exhibit M-1F hereto certifying to the effect that it is an Excluded Controlling Class Holder and upon
delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit M-1G,
which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than
Excluded Information related to the Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded Controlling
Class Mortgage Loan(s) for which such Person is a Borrower Party)) available on the Certificate Administrator’s Website.


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not
an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall
be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating
Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B
hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is
not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification
in the form of Exhibit M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage
Loan(s). In the event the Controlling Class Representative or a Controlling Class Certificateholder, as the case may be, becomes
an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit M-1F to the effect
that such party is an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed
in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit M-1G
listing the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent
provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit M-1C (which certification
shall include, among other things, an acknowledgement and agreement by such Excluded Controlling Class Holder that it is prohibited
from accessing and reviewing (and it agrees not to access and review) any Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans for which it is a Borrower Party) to access the information on the Certificate Administrator’s Website,
except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded
Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the Excluded Controlling Class Mortgage Loan(s) for which such
Person is a Borrower Party) made available on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded
Controlling Class Mortgage Loan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to
the Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the




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Certificate Administrator via email to cmbsexcludedloans@wellsfargo.com
in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan number, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded
loan tab on the Certificate Administrator’s Website (and, if possible at a later time, on a loan-by-loan basis). Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders
are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator, as applicable, has received notice from the Controlling Class Representative or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder
or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan
(including, in the case of the summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to
the Certificate Administrator).


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in
the form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the
extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling
Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management
of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


To the extent a Risk Retention
Consultation Party or a Combined Uncertificated VRR Interest Owner receives access pursuant to this Agreement to any information relating
to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder or owner is a Borrower Party) and/or the related
Mortgaged Property (which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries
thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special
Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value




    	 	-395-	 



    	 	 



    

determination, Collateral Deficiency Amount
determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered by the Trustee, the Master
Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans
at a pool level), whether on the Certificate Administrator’s Website or otherwise, such Risk Retention Consultation Party or such
Combined Uncertificated VRR Interest Owner, as applicable, shall be deemed to have agreed that it (i) will not provide any such information
to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such Combined Uncertificated
VRR Interest Owner or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related
Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in order to comply with the
limitations described in clause (i) above. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any
such Excluded Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.
Notwithstanding anything to the contrary in this Agreement, a Risk Retention Consultation Party will be permitted to share with any Combined
Uncertificated VRR Interest Owner any Major Decision Reporting Package that such Risk Retention Consultation Party has received in connection
with the exercise of its consultation rights pursuant to Section 6.09(a).


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and assumes
no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed by the
Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s
Website, the Certificate Administrator may require registration and acceptance of a disclaimer and may require a recipient of any of the
information set forth above (other than the Public Documents) to execute a confidentiality agreement (which may be in the form of a web
page “click-through”). The Certificate Administrator shall not be liable for the dissemination of information in accordance
with this Agreement. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure
of Excluded Information relating to an Excluded Controlling Class Mortgage Loan to the extent such information was included in the
summary of any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to an Excluded Controlling Class Mortgage
Loan.


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any
information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 866-846-4526.




    	 	-396-	 



    	 	 



    

The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders, the Uncertificated Interest
Owners and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given
via the Certificate Administrator’s Website).


The Master Servicer shall
prepare a separate set of reports, in the same manner and containing substantially similar types of information as described in this Section
4.02, for the Holders of the 360 Rosemary Loan-Specific Certificates and the Holders of the 111 River Street Loan-Specific Certificates,
in each case with respect to the related Trust Subordinate Companion Loan and such Loan-Specific Certificates. The Holders of the
Loan-Specific Certificates shall be entitled to obtain access to reports and other information in a manner substantially similar to
the procedures described in this Agreement.


Any Person that is a Mortgagor,
a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the Prospectus,
Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings on the Certificate
Administrator’s Website which are being made available to the general public. The provisions in this Section shall not limit
the Master Servicer’s ability to make accessible certain information regarding the Trust Loans at a website maintained by the Master
Servicer.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate or a Combined Uncertificated VRR Interest Owner and requests in writing, a statement containing the
information as to the applicable Class or the Combined Uncertificated VRR Interest set forth in clauses (A), (B) and (C) of the description
of Distribution Date Statements above, aggregated for such calendar year or applicable portion thereof during which such person was a
Certificateholder or a Combined Uncertificated VRR Interest Owner, together with such other information as the Certificate Administrator
deems necessary or desirable, or that a Certificateholder, Certificate Owner or Uncertificated VRR Interest Owner reasonably requests,
to enable Certificateholders and the Combined Uncertificated VRR Interest Owner to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information
shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


The Certificate Administrator
shall make the Investor Q&A Forum available only to Privileged Persons. The “Investor Q&A Forum” shall be a
service available on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged
Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b) the Master Servicer
or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available pursuant to
this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans), the Trust Subordinate Companion
Loans or the related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other
reports prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (collectively, “Inquiries”),
and (ii) Privileged




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Persons may view Inquiries that have been previously
submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or
the Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person and, in the case
of an inquiry relating to an Outside Serviced Mortgage Loan, to the applicable party under the related Outside Servicing Agreement, in
each case within a commercially reasonable period following receipt thereof.


Within a commercially reasonable
time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Operating
Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case of an Inquiry relating
to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Outside Servicer or the related Outside Special Servicer, as applicable; provided that the Certificate Administrator shall not
be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post
(within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related
answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer
or the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders and the Uncertificated
Interest Owners, (iii) answering any Inquiry would be in violation of applicable law, this Agreement (including requirements in respect
of non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise, for any reason, not advisable, then
it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the Special Servicer,
shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any
direct communications with any Directing Holder or Consulting Party as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and
Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall
not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the
Special Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn
from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined




    	 	-398-	 



    	 	 



    

to answer the Inquiry.” The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect
questions, answers and other communications which are not submitted via the Certificate Administrator’s Website. Answers posted
on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters, the Initial Purchasers or any of their respective Affiliates. None of the Underwriters, Initial Purchasers, Depositor,
any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor
Q&A Forum and no such person will have any responsibility or liability for the content of any such information. No party to this Agreement
shall disclose Privileged Information in the Investor Q&A Forum.


The Certificate Administrator
shall make the Investor Registry available to any Certificateholder, Certificate Owner or Uncertificated Interest Owner that is a Privileged
Person. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders, Certificate Owners and the Uncertificated Interest Owners can register and thereafter obtain information with
respect to any other Certificateholder, Certificate Owner or Uncertificated Interest Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a) it is a Certificateholder, a Certificate Owner or an Uncertificated
Interest Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available
on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders, registered
Certificate Owners and the registered Uncertificated Interest Owners. Such Person shall then be asked to enter certain mandatory fields
such as the individual’s name, the company name and e-mail address, as well as certain optional fields such as address, phone,
and Class(es) of Certificates owned. If any Certificateholder, any Certificate Owner or any Uncertificated Interest Owner notifies the
Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its
registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not
be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining
the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to
the Investor Registry.


Upon filing with the IRS,
the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC
and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time to time
such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may reasonably
request.


The specification of information
to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or
calling for delivery or reporting of information by the Certificate Administrator to Certificateholders, Certificate Owners and the Combined
Uncertificated VRR Interest Owner) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator
is hereby authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans or Serviced Loan Combinations, the Mortgaged




    	 	-399-	 



    	 	 



    

Properties or the Trust Fund as may be provided
to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to
time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be furnished
with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent such information is
requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information
furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion (together
with any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion, determine appropriate),
(C) the Certificate Administrator may notify any Privileged Person of the availability of any such information in any manner as it,
in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated) to require payment
from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection with, the collection, assembly,
reproduction or delivery of any such Additional Information, and (E) the Certificate Administrator shall be entitled to distribute
or make available such Additional Information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate
(which may include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the
investment characteristics or valuation of the Certificates be executed by the recipient, if and to the extent the Certificate Administrator
deems the same to be necessary or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation
or duty to furnish or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither
have any liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional
Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction
or request given to it pursuant to this Section be made in writing.


The Depositor hereby authorizes
the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions,
Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters
Corporation, Intercontinental Exchange | ICE Data Services, KBRA Analytics, LLC or such other vendor chosen by the Depositor that submits
to the Certificate Administrator a certification in the form of Exhibit M-3 to this Agreement, all the Distribution Date
Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 4.02(a) to
Privileged Persons.


(b)              
No later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special Servicer
in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer and the Master Servicer
the following reports or information (and any other files as may be, or have been, adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC® REO Status Report,
(2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (3) CREFC®
Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5) the




    	 	-400-	 



    	 	 



    

CREFC® Financial File,
(6) the CREFC® Property File, (7) except for the first two Distribution Dates, the CREFC® Comparative
Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report, (9) the CREFC® Advance
Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


With respect to each Serviced
Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause to be delivered to the related
Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator pursuant to this Section 4.02(b)
(which shall include all loan-level reports constituting the CREFC® Investor Reporting Package (IRP)), to the extent related to
such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage Note, no later than the earlier of (x) the Master
Servicer Remittance Date and (y) the Business Day immediately following the “determination date” (or analogous concept) set
forth in the related Other Pooling and Servicing Agreement.


No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for each
Trust Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report for each of
the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date; (b) each
of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s possession);
and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).


The Master Servicer shall
provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m. on the third Business
Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with the
data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup
File.


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator
(i) a CREFC® Loan Periodic Update File setting forth certain information with respect to the Trust Loans and Mortgaged
Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent received, or prepared pursuant to Section 3.10(a)
of this Agreement, by the Master Servicer.


The Master Servicer shall
prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the
initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Mortgage Loan Purchase
Agreements.


Not later than 5:00 p.m.
(New York City time) on each Distribution Date beginning March 2022, the Master Servicer shall deliver to the Certificate Administrator
and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set forth in Section 12.04 together
with the name, phone number and email address of the servicing officer of the Master Servicer to




    	 	-401-	 



    	 	 



    

contact with any questions related to the CREFC®
Schedule AL File and the Schedule AL Additional File) a single CREFC® Schedule AL File (with respect to each Mortgage Loan
that was part of the Mortgage Pool during any portion of the related reporting period covered by the Form 10-D required to be filed
with respect to the subject Distribution Date pursuant to Section 10.04) and the related Schedule AL Additional File, in each
case, in EDGAR-Compatible Format and Excel format; provided, however, that the Master Servicer shall have no obligation to
prepare or deliver the CREFC® Schedule AL File or the Schedule AL Additional File unless and until the Master Servicer
receives the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor in EDGAR-Compatible Format and
Excel format; and provided, further, that, if the Master Servicer has not received the Initial Schedule AL File and the
Initial Schedule AL Additional File from the Depositor prior to the time it would need the Initial Schedule AL File and the Initial Schedule
AL Additional File in order for the Master Servicer to prepare the CREFC® Schedule AL File with respect to the first Distribution
Date, the Master Servicer shall request the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor, including
by email to the email addresses for the Depositor set forth in Section 12.04. If the CREFC® Schedule AL File
is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York City time) on any Distribution Date,
the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule AL File from
the Master Servicer via email to KC_Investor_Reporting@keybank.com. The Master Servicer shall be entitled to conclusively rely,
absent manifest error, without any due diligence, investigation or verification, on the content, completeness and accuracy of the Initial
Schedule AL File and the Initial Schedule AL Additional File, in each case, as of the Closing Date. Any Schedule AL Additional File that
the Master Servicer determines, in accordance with the Servicing Standard, to deliver in connection with any CREFC® Schedule
AL File prepared by the Master Servicer pursuant to this paragraph shall be delivered in EDGAR-Compatible Format and in Excel format
to the Certificate Administrator concurrently with the delivery of the related CREFC® Schedule AL File. With respect to
each Outside Serviced Mortgage Loan, the Master Servicer shall include the analogous CREFC® Schedule AL File and/or Schedule
AL Additional File, as applicable, information that it receives from the related Outside Servicer under the applicable Outside Servicing
Agreement in the single CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, that it delivers to
the Certificate Administrator for the subject Distribution Date.


With respect to any Mortgage
Loan that is or becomes subject to a forbearance agreement (or any agreement similar thereto) during the reporting period covered by any
CREFC® Schedule AL File prepared by the Master Servicer, the Master Servicer shall so notify the Certificate Administrator and the
Depositor in writing (which notification may be in the form of electronic mail) and the Master Servicer shall include as part of such
CREFC® Schedule AL File the appropriate code designations indicating (or to the extent such information cannot be sufficiently
indicated via an available code designation, a contemporary explanatory note in the related Schedule AL Additional File indicating) that
such Mortgage Loan is in forbearance, and if such Mortgage Loan is reported in such CREFC® Schedule AL File as “current”
during the applicable forbearance period, the Master Servicer shall include a contemporary explanatory note in the related Schedule AL
Additional File to reflect that the related Mortgagor is in compliance with such forbearance agreement or similar agreement.


In addition, the Master Servicer
(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,




    	 	-402-	 



    	 	 



    

shall prepare the following with respect to
each Mortgaged Property and REO Property, in each case other than with respect to any Outside Serviced Mortgage Loan:


(i)                
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect
to the calendar quarter ending June 30, 2022, a CREFC® Operating Statement Analysis Report (but only to the extent the
related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however,
that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the
then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide
that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless
such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer
Watch List); and


(ii)                
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to
the calendar year ending December 31, 2022, a CREFC® NOI Adjustment Worksheet (but only to the extent the related
Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such
information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers
used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above.


With respect to a CREFC Operating Statement
Analysis Report related to a Serviced Loan secured by a portfolio of Mortgaged Properties, such report may be prepared on a consolidated
basis with respect to such portfolio of Mortgaged Properties. The Special Servicer shall deliver to the Master Servicer each CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet prepared by the Special Servicer under this Section
4.02. Upon request, the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced
Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means the CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets prepared by the Master Servicer or
received from the Special Servicer under this Section 4.02. Notwithstanding anything to the contrary contained herein, with respect
to any Serviced Loan related to any Significant Obligor, the Master Servicer (with respect to Performing Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans and REO Properties) shall be required to complete (and, in the case of the Special
Servicer, to deliver to the Master Servicer) any CREFC files, reports and/or templates necessary in order to comply with (or, in the case
of the Special Servicer, to facilitate compliance with) the Master Servicer’s obligations under Section 10.11 of this
Agreement and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant
Obligor.




    	 	-403-	 



    	 	 



    

The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with an Investor
Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination and delivered to the Certificate
Administrator.


Upon request (and in any
event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection
Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the related
Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider
a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the close of business
on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required by this Agreement to be
made by the Master Servicer have been made (or, in the case of any such required remittance that has not been made by the Master Servicer,
specifying the nature and status thereof) and showing, for the period from the preceding Master Servicer Remittance Date (or, in the case
of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer Remittance Date, the aggregate of deposits
into and withdrawals from the Collection Account and each Loan Combination Custodial Account for each category of deposit specified in
Section 3.05(a) of this Agreement and each category of withdrawal specified in Section 3.06 of this Agreement.
The Master Servicer shall also deliver to the Certificate Administrator and (solely as to a Serviced Loan Combination) the related Serviced
Companion Loan Holder, upon reasonable request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional
information relating to the Mortgage Loans or Serviced Loan Combinations in the possession of the Master Servicer (which information shall
be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master Servicer
reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Trust Loans serviced by the Master Servicer.


The obligation of the Master
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having received
from the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer necessary or
required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible for the accuracy
or content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement
and accepted by the Master Servicer in good faith pursuant to this Agreement.




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The obligation of the Special
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having received
from the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer necessary or
required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible for the accuracy
or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant to this Agreement
and accepted by the Special Servicer in good faith pursuant to this Agreement.


With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under
the applicable Outside Servicing Agreement.


(c)              
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®
Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver to the Certificate
Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional information in the possession
of the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside
Serviced Mortgage Loan).


The Special Servicer shall
cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably
requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under this
Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside Serviced Mortgage
Loan).


The Master Servicer may make
available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The Master
Servicer may make information concerning the Mortgage Loans or Serviced Loan Combinations available on any website that it has established.


With respect to an Outside
Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent
received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with
reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related
Outside Servicing Agreement.


Upon the reasonable request
of (i) any Certificateholder, Certificate Owner or Uncertificated Interest Owner that has delivered an appropriate Investor Certification
or (ii) any other Privileged Person so identified by a Certificate Owner, an Uncertificated Interest Owner or an Underwriter, the Master
Servicer shall provide (or forward electronically) at the expense of




    	 	-405-	 



    	 	 



    

such Privileged Person, Certificateholder,
Certificate Owner or Uncertificated Interest Owner, as applicable, copies of any appraisals, operating statements, rent rolls and financial
statements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded
Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party; and provided, further,
that no Certificateholders, Certificate Owners or Uncertificated Interest Owner shall be given access to or be provided copies of, any
Mortgage Files or Diligence Files except, solely with respect to Mortgage Files, as otherwise provided in Section 8.11(b)
of this Agreement. In connection with such request, the Master Servicer may require (1) a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that (a) such Person
will keep such information confidential and will use such information only for the purpose of analyzing asset performance and evaluating
any continuing rights the Certificateholder, Certificate Owner or Uncertificated Interest Owner may have under this Agreement and (b)
if the requesting party is neither a Certificateholder nor a Certificate Owner and is not an Uncertificated Interest Owner, such Person
is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such reports
or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other than for extraordinary
or duplicate requests, any Directing Holder or Consulting Party (other than the holder of a Serviced Companion Loan held outside the Trust
or its representative) will be entitled to reports and information free of charge. For the avoidance of doubt, the Master Servicer shall
not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders, any Certificate Owners or any Uncertificated
Interest Owner on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report
to the Certificate Administrator (provided that the Special Servicer shall provide a summary of each Final Asset Status Report
to the Certificate Administrator pursuant to Section 3.21(b)). If the Certificate Administrator receives any Asset Status Report
or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset Status Report or any Final Asset Status
Report to any Certificateholder, any Certificate Owner or any Uncertificated Interest Owner and shall not post any such Asset Status Report
or any Final Asset Status Report to the Certificate Administrator’s Website. As an alternative to providing copies of any information
as contemplated by this paragraph, the Master Servicer may, consistent with the terms above and the other terms of this Agreement, provide
access to such information on its website at no expense to the requesting party.


(d)              
The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the
Collection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”
and delivered by wire transfer pursuant to instructions provided by CREFC® to the Master Servicer.


(e)                                Upon the reasonable
request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master
Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan)
reasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder)
and if such




    	 	-406-	 



    	 	 



    

information is in the Master Servicer’s
or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer, shall provide or make available (or forward
electronically) to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, (at the
expense of the Controlling Class Representative or such Controlling Class Certificateholder, as applicable) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to the Controlling Class Representative
or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s Website because the Controlling
Class Representative or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder
with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling Class Mortgage Loan with
respect to which the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is not a Borrower
Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally
to the effect that such Person is the Controlling Class Representative or a Controlling Class Certificateholder, will keep such
Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely.
In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Controlling Class Representative
or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit M-1C
that such Controlling Class Representative or Controlling Class Certificateholder is not an Excluded Controlling Class Holder
with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(e)
shall include any applicable Excluded Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


Section 4.03          
Compliance With Withholding Requirements.


(a)              
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders and the Combined Uncertificated VRR Interest Owner of interest or original issue discount
that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders and/or the Combined Uncertificated
VRR Interest Owner shall not be required for any such withholding. In the event the Paying Agent or its agent withholds any amount from
interest or original issue discount payments or advances thereof to any Certificateholder or the Combined Uncertificated VRR Interest
Owner pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder or such
Uncertificated VRR Interest Owner. Any amount so withheld shall be treated as having been distributed to such Certificateholder or such
Uncertificated VRR Interest Owner for all purposes of this Agreement.


(b)              
Each Certificate Owner, Certificateholder and Uncertificated VRR Interest Owner, by the purchase of a Certificate or the Combined
Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates




    	 	-407-	 



    	 	 



    

and the Combined Uncertificated VRR Interest
will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Certificate Owner,
each such Certificateholder and each such Uncertificated VRR Interest Owner further agrees, upon request, to provide any certifications
that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates
may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made
under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were
to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver
to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Code
and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including
as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee
or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied
with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes,
“FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including
any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition
to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code
Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.


Section 4.04              
REMIC Compliance.


(a)              
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to
qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator
shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall
on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and
file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year for
each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make
an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December 31,
2022, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders
(other than the Holders of the Class S Certificates), the Uncertificated Interest Owners and the IRS and applicable state and local
tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code;
(iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses (i)




    	 	-408-	 



    	 	 



    

through (iii) of this Section 4.04(a) is
then required by the REMIC Provisions in order to maintain the status of each Trust REMIC as a REMIC or is otherwise required by the Code,
prepare, sign and file or distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons
when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) obtain a taxpayer identification
number for the Upper-Tier REMIC, the 360 Rosemary REMIC, the 111 River Street REMIC and the Lower-Tier REMIC on IRS Form SS-4,
and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may
be required by the Code, the name, title and address of the Person that the holders of the Certificates and the Uncertificated Interest
Owners may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust
REMIC for this purpose; and the Trustee shall execute as needed the related IRS Form SS-4 and IRS Form 8811), together with such additional
information as may be required by such IRS Form, and shall update such information at the time or times and in the manner required by
the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the
Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating to each
Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income
tax purposes, to be maintained on a calendar year and on an accrual basis. The Certificate Administrator shall be responsible for the
preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained
therein and is hereby directed to execute such IRS Form W-9.


The Certificate Administrator
shall be the “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent
such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections allowed under the Code (i) to
avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust
REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any holder of any residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R
Certificates, by acceptance thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership
representative” of each Trust REMIC that can be designated under the Code.


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties if, in
taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may be) would
cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement).


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take any action
that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the
Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other
provision of this Agreement, and




    	 	-409-	 



    	 	 



    

the Certificate Administrator shall have no
responsibility or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated
by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow
the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking
such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the corporate
tax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted
or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of
any “interests,” within the meaning of the REMIC Provisions, (A) in the Upper-Tier REMIC other than the Non-Uncertificated
VRR Retained Pooled Regular Certificates, the Class VRR Upper-Tier Regular Interest, the Loan-Specific Certificates and the Upper-Tier
Residual Interest, (B) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest,
(C) in the 360 Rosemary REMIC other than the 360 Rosemary Regular Interests and the 360 Rosemary Residual Interest or (D) in the 111 River
Street REMIC other than the 111 River Street Regular Interests and the 111 River Street Residual Interest. None of the Trustee, the Master
Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply
with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in a
timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s
or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


(b)              
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the 360 Rosemary Loan-Specific Certificates, the 111 River
Street Loan-Specific Certificates, the Uncertificated 111RR Interest, the Non-Uncertificated VRR Retained Pooled Regular Certificates
and the Class VRR Upper-Tier Regular Interest: (i) each Trust Loan will pay principal and interest in accordance with its
terms and scheduled payments will be timely received on their Due Dates, provided that the Trust Loans in the aggregate will prepay
in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and the Class R
Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust
Fund; and (iii) no Trust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II
of this Agreement.


Section 4.05          
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect
to the Non-Uncertificated VRR Retained Pooled Regular Certificates, the Class VRR Upper-Tier Regular Interest, the 360 Rosemary
Loan-Specific Certificates, the 111 River Street Loan-Specific




    	 	-410-	 



    	 	 



    

Certificates, the Uncertificated 111RR Interest
and the Class R Certificates, as applicable; provided that any taxes imposed on any net income from foreclosure property pursuant
to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of
the related REO Property in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special
Servicer from time to time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution
Accounts, as applicable, amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate
Administrator shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount
in excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property that
exceeds the amount in any such reserve shall be retained from Aggregate Pooled Available Funds, 360 Rosemary Available Funds or 111 River
Street Available Funds, as applicable, as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except
as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained
from the Distribution Account in determining the amount of Aggregate Pooled Available Funds, 360 Rosemary Available Funds or 111 River
Street Available Funds, as applicable, sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally
owed by the applicable Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense
of the Trust Fund, any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate
non-interest bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or
(ii) the amount of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d)
and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution
Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute
such retained amounts to the Holders of Non-Uncertificated VRR Retained Pooled Regular Certificates in respect of such Certificates, to
the Combined Uncertificated VRR Interest Owner in respect of the Class VRR Upper-Tier Regular Interest, to the Holders of the
360 Rosemary Loan-Specific Certificates, to the Holders of the 111 River Street Loan-Specific Certificates and the Uncertificated 111RR
Interest Owner, or to the Certificate Administrator in respect of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests
or 111 River Street Regular Interests, as applicable, until they are fully reimbursed and then to the Holders of the Class R Certificates
in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of a representation
or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided,
further, that such breach, act or omission could result in liability under Section 6.03, in the case of the Master
Servicer or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate
Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the
Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate




    	 	-411-	 



    	 	 



    

Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the
Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying
Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer,
the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating Agent, the Certificate
Registrar or the Paying Agent.


Section 4.06          
Remittances; P&I Advances.


(a)              
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


(i)                
remit to the Certificate Administrator (A) for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection
Period relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of
the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted
to the Certificate Administrator), (B) for deposit in the 360 Rosemary REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the 360 Rosemary Trust Subordinate Companion Loan received by the Master Servicer during the Collection period relating
to such Distribution Date and (C) for deposit in the 111 River Street REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the 111 River Street Trust Subordinate Companion Loan received by the Master Servicer during the Collection period
relating to such Distribution Date;


(ii)              
remit to the Certificate Administrator (A) for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Aggregate
Pooled Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e) of the
definition of “Aggregate Pooled Available Funds”); (B) for deposit in the 360 Rosemary REMIC Distribution Account an
amount equal to the 360 Rosemary Available Funds applicable to the 360 Rosemary Trust Subordinate Companion Loan (other than the amounts
referred to in clause (iv) below and clause (d) of the definition of “360 Rosemary Available Funds”); and (C) for deposit
in the 111 River Street REMIC Distribution Account an amount equal to the 111 River Street Available Funds applicable to the 111 River
Street Trust Subordinate Companion Loan (other than the amounts referred to in clause (iv) below and clause (d) of the definition of “111
River Street Available Funds”);


(iii)              
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;




    	 	-412-	 



    	 	 



    

(iv)            
 make a P&I Advance (A) with respect to the Pooled Certificates by remittance to the Certificate Administrator for deposit
into the Lower-Tier REMIC Distribution Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage
Loan (including any Outside Serviced Mortgage Loan, any REO Mortgage Loan and any Mortgage Loan related to a Loan Combination, but not
a Companion Loan) to the extent such amounts were not received by the Master Servicer on such Mortgage Loan as of the close of business
on the Determination Date (without regard to any grace period) in the same month as (or, in the case of an Outside Serviced Mortgage Loan,
was not received by the Master Servicer on such Mortgage Loan as of the close of business on the Business Day immediately preceding) such
Master Servicer Remittance Date), (B) with respect to the 360 Rosemary Loan-Specific Certificates by remittance to the Certificate Administrator
for deposit into the 360 Rosemary REMIC Distribution Account, in an amount equal to the Applicable Monthly Payment for the 360 Rosemary
Trust Subordinate Companion Loan to the extent such amount was not received by the Master Servicer on the 360 Rosemary Trust Subordinate
Companion Loan as of the close of business on the Determination Date (without regard to any grace period) in the same month as such Master
Servicer Remittance Date and (C) with respect to the 111 River Street Loan-Specific Certificates by remittance to the Certificate Administrator
for deposit into the 111 River Street REMIC Distribution Account, in an amount equal to the Applicable Monthly Payment for the 111 River
Street Trust Subordinate Companion Loan to the extent such amount was not received by the Master Servicer on the 111 River Street Trust
Subordinate Companion Loan as of the close of business on the Determination Date (without regard to any grace period) in the same month
as such Master Servicer Remittance Date, except that, in each case, the portion of any such P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee for each such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, shall not be
remitted to the Certificate Administrator but shall instead be remitted to CREFC® and the portion of such P&I Advance
equal to the Asset Representations Reviewer Ongoing Fee (other than with respect to any Trust Subordinate Companion Loan), the Operating
Advisor Fee or the Trustee/Certificate Administrator Fee, to the extent the subject fee remains unpaid to the applicable party hereunder,
shall be deposited in the Collection Account or the applicable Loan Combination Custodial Account, as applicable, for payment to such
party;


(v)              
remit to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the
related Distribution Date out of the amounts from which it is payable;


(vi)            
remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by
the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date
and not previously so remitted to the Certificate Administrator), if any; and




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(vii)                         remit to the
Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date
then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii) through
Section 3.06(a)(ix) of this Agreement.


Neither the Master Servicer
nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield Maintenance
Charges, or delinquent Monthly Payments on the Companion Loans (other than the Trust Subordinate Companion Loans) or any REO Companion
Loans (other than any successor REO Companion Loan with respect to any Trust Subordinate Companion Loan). The amount required to be advanced
in respect of delinquent payments of interest on any Mortgage Loan or Trust Subordinate Companion Loan as to which an Appraisal Reduction
Amount exists will equal the product of (i) the amount otherwise required to be advanced by the Master Servicer with respect to delinquent
payments of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated
Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the last day of the related Collection Period, reduced
by such Appraisal Reduction Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate
Companion Loan as of the last day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion
of any P&I Advances.


Any amount advanced by the
Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this
Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have
no obligation to make any P&I Advance.


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance
Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m., New
York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made on the
related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator shall
notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the Lower-Tier
REMIC Distribution Account, the 360 Rosemary REMIC Distribution Account or the 111 River Street REMIC Distribution Account, as applicable,
in immediately available funds an amount equal to the P&I Advances otherwise required to have been made by the Master Servicer.


Neither the Master Servicer
nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is otherwise
required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable, or the Special Servicer determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I Advances
that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee has made) a Nonrecoverable
Advance or the determination by the Special Servicer, the Master Servicer or the Trustee that any proposed P&I Advance, if made, would
constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special Servicer,
in




    	 	-414-	 



    	 	 



    

accordance with the Servicing Standard or (ii) in
the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set forth in
Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether
a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


(A)           
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (among other things) the timing of recoveries;


(B)              any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value
estimates or other information for such purposes;


(C)            
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is an applicable
Consulting Party, notice of such determination, which determination shall be conclusive and binding on the Master Servicer and the Trustee;


(D)          
although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have
no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made)
by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance constitutes
or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special Servicer’s
right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously made Advance is,
a Nonrecoverable Advance, as described in this Section 4.06;


(E)          
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06
with respect to the




    	 	-415-	 



    	 	 



    

recoverability of P&I Advances shall
be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee;


(F)             
the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


(G)            
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make a
P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable
Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless the Trustee, in
its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes a determination prior to the
times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


(H)                          the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer
the Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required
to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance,
and if the Special Servicer determines that such P&I Advance is a Nonrecoverable P&I Advance, such determination shall be conclusive
and binding on the Master Servicer and the Trustee, and the Master Servicer and the Trustee shall be entitled to conclusively rely on
such determination; and


(I)               
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer
that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by the
Special Servicer that any P&I Advance would be recoverable.


The Master Servicer or the
Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to the extent
permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer hereby covenants
and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted by applicable
law and the related Trust Loan.




    	 	-416-	 



    	 	 



    

Within 2 Business Days of
making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the Trustee, as applicable, shall
provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Loan Combination, the
related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced Companion
Loan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced Loan Combination, the related Outside Servicer, Outside
Special Servicer and Outside Trustee of the related Outside Securitization Trust.


With respect to P&I Advances
and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal reduction
amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the terms of the applicable
Outside Servicing Agreement.


(b)              
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan
(or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Trustee
(unless it is the Person making the determination), any applicable Directing Holder, the holder of any related Pari Passu Companion Loan
or its Companion Loan Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person
making the determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination,
the Depositor, setting forth the basis for such determination, together with any other information that supports such determination together
with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense
of the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received new
information, either of which has a material effect on the value and shall have been conducted in accordance with the standards of the
Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor
operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or
in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have
obtained and that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect
to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.


(c)              
With respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has been made
on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside Serviced Mortgage Loan independently
of any determination made by the applicable Outside Servicer, the applicable Outside Special Servicer or the Outside Trustee,




    	 	-417-	 



    	 	 



    

as the case may be, under the applicable
Outside Servicing Agreement in respect of the related Outside Serviced Companion Loan. If the Master Servicer, the Special Servicer or
the Trustee determines that a proposed P&I Advance with respect to an Outside Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to an Outside Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Outside Servicer and Outside Special
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives
written notice from the related Outside Servicer or the related Outside Special Servicer, as the case may be, that either has determined,
or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement with respect to an Outside Serviced
Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is similar to a P&I Advance would
be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance,
then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Outside Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the
related Outside Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such
additional P&I Advances with respect to the related Outside Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance,
which determination may be as a result of consultation with the related Outside Servicer or the related Outside Special Servicer, as the
case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall
have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance. Any non-recoverability determination by the Master Servicer or the Special Servicer
pursuant to this Section 4.06 with respect to the recoverability of P&I Advances shall be conclusive and binding on the Master
Servicer (in the case of such a determination by the Special Servicer) and the Trustee.


(d)              
If the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch, KBRA or DBRS Morningstar
to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by S&P, Fitch, KBRA or DBRS Morningstar, as applicable, to any Class of Certificates
and citing servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly notify
the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


(e)              
For the avoidance of doubt, if a Mortgage Loan is subject to a forbearance agreement, standstill agreement or similar agreement
that provides for a temporary deferral or similar temporary accommodation with respect to all or a portion of the related Monthly




    	 	-418-	 



    	 	 



    

Payments, the Master Servicer shall make
P&I Advances for such Mortgage Loan based on the terms of the related Loan Documents in effect immediately prior to the date of such
forbearance or similar agreement, subject to any non-recoverability determination with respect to such Mortgage Loan.


(f)               
Notwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be entitled
to recover: (1) from any collections on a Trust Subordinate Companion Loan, any Nonrecoverable Advance made, or interest on any Nonrecoverable
Advance made, in respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) any
Nonrecoverable Advance that is a P&I Advance made in respect of a Trust Subordinate Companion Loan or any interest due on such Advance
from any collections or amounts allocable to the Mortgage Loans (other than the Mortgage Loan related to such Trust Subordinate Companion
Loan). With respect to each Trust Subordinate Companion Loan, the Master Servicer, the Special Servicer or the Trustee shall only be entitled
to reimbursement for a P&I Advance from the amounts that would have been allocable to such Trust Subordinate Companion Loan or, if
such P&I Advance is a Nonrecoverable Advance, allocable to the related Mortgage Loan and any related Pari Passu Companion Loan.


(g)              
Notwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be entitled
to recover: (1) from collections on a Trust Subordinate Companion Loan any Workout-Delayed Reimbursement Amounts in respect of a Mortgage
Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) from any collections on or allocable to the
Mortgage Loans (other than the Mortgage Loan related to such Trust Subordinate Companion Loan) any Workout-Delayed Reimbursement Amounts
in respect of a Trust Subordinate Companion Loan. However, if the Workout-Delayed Reimbursement Amount relates to a Property Advance
for the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, the Master Servicer shall be entitled to recover such
Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account for the Mortgage Pool and the applicable
Trust Subordinate Companion Loan.


 


Section 4.07            
Grantor Trust Reporting.


(a)               
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor
Trust.


(b)              
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates or the Combined Uncertificated VRR Interest,
and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate




    	 	-419-	 



    	 	 



    

Administrator shall timely file or cause
to be timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished
to the Holders of the respective Classes of the Grantor Trust Certificates and the Combined Uncertificated VRR Interest Owner, their allocable
share of income and expense with respect to the VRR Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and proceeds
thereof as such amounts are received or accrue, as applicable.


(c)              
(i)The Grantor Trust will be a WHFIT that is a WHMT at any time a Combined Uncertificated VRR Interest or Class S Certificate
is held by a “middleman” as defined by the WHFIT Regulations. The Certificate Administrator is hereby directed to assume that
the Grantor Trust is not a WHIFT until it has actual knowledge, or has received further notice from the Depositor, that the Combined Uncertificated
VRR Interest or a Class S Certificate is held by a “middleman”. The Certificate Administrator shall report as required under
the WHFIT Regulations or other Treasury Regulations applicable to grantor trusts to the extent such information as is reasonably necessary
to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator
will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS makes a determination
that is contrary to the first sentence of this paragraph.


(ii)               
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall make available
(via the Certificate Administrator’s Website) WHFIT information to Certificateholders and the Combined Uncertificated VRR Interest
Owner annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder or Uncertificated VRR Interest Owner, unless requested by such Certificateholder or such
Uncertificated VRR Interest Owner.


(iii)           
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession
being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT,
by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with
information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the
Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


(d)              
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s




    	 	-420-	 



    	 	 



    

Website the CUSIP Numbers for the Certificates
that represent ownership of a WHFIT. The CUSIP Number so published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent
the receipt of a CUSIP Number, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


Section 4.08          
Calculations.


Provided that the Certificate
Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate
Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions to
be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a)
and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator
shall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate Principal Distribution Amount,
the 360 Rosemary Principal Distribution Amount, the 360RR Principal Distribution Amount, the 111 River Street Principal Distribution Amount,
the Interest Distribution Amounts, the VRR Interest Distribution Amount, the 360 Rosemary Interest Distribution Amounts, the 360RR Interest
Distribution Amount, the 111 River Street Interest Distribution Amount and the VRR Realized Loss Interest Distribution Amount for each
Distribution Date and shall allocate such amounts among Certificateholders and the Combined Uncertificated VRR Interest Owner in accordance
with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute,
recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes
hereunder.


Section 4.09          
Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate
Administrator shall create a Secure Data Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’
Diligence File Certifications and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which
the Depositor has received a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to
the Certificate Administrator (but solely with respect to any Diligence File(s) received by the Depositor as to which it has received
the related Mortgage Loan Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans
that have been uploaded by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor
may deliver any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such
Mortgage Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate
Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each
case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially
in the form of Exhibit KK hereto (which shall be sent via e-mail to




    	 	-421-	 



    	 	 



    

trustadministrationgroup@wellsfargo.com or
submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders or the Combined
Uncertificated VRR Interest Owner be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator
shall be under no obligation to post any documents to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor with respect to each Mortgage Loan Seller.


(b)              
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information
contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document is posted
in error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate Administrator shall not have
any obligation to produce physical or electronic copies of any document provided to it for posting to the Secure Data Room. The Certificate
Administrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents contained on
the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.
The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any
Person with access to the Secure Data Room shall covenant to access only the documents necessary to perform its duties and responsibilities
under this Agreement.


(c)              
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the
costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust, the Special Servicer may (but shall not be obligated to) direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant
to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion,
in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.



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Article
V



THE CERTIFICATES


Section 5.01          
The Certificates. (a) The Certificates consist of the Pooled Certificates,
the Loan-Specific Certificates and the Class R Certificates. The Pooled Certificates consist of the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-AB
Certificates, the Class X-A Certificates, the Class A-S Certificates, the Class B Certificates, the Class C
Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class X-G
Certificates, the Class X-H Certificates, the Class X-J Certificates, the Class D Certificates, the Class E
Certificates, the Class F Certificates, the Class G Certificates, the Class H Certificates, the Class J Certificates, the Class R
Certificates and the Class S Certificates. The 360 Rosemary Loan-Specific Certificates consist of the Class 360A, Class 360X,
Class 360B, Class 360C, Class 360D, Class 360E and Class 360RR Certificates. The 111 River Street Loan-Specific Certificates
consist of the Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates.


Each Class of Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through A-36, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Public Certificates (other than the Class X-A Certificates) shall be issued in minimum denominations of $10,000 and integral
multiples of $1 in excess thereof. The Private Certificates (other than the Class X-B, Class X-D, Class X-F, Class X-G,
Class X-H, Class VRR, Class S and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral multiples
of $1 in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000 and integral multiples of
$0.01 in excess thereof. The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and
Class 360X Certificates shall be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts
of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate Balance or initial Notional
Amount, as applicable, of any Class of Certificates (exclusive of the Class S and Class R Certificates) does not equal an integral
multiple of $1, then a single Certificate of such Class may be issued in a minimum denomination of authorized initial principal balance
or initial notional amount, as applicable, that includes the excess of (i) the initial Certificate Balance or initial Notional Amount,
as applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed such amount. The Class R
Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and
in integral multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


(b)              
One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or facsimile signature. If an
authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator




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countersigns the Certificate, the Certificate
shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Administrator (who may
be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence that
the Certificate has been executed and countersigned under this Agreement.


Section 5.02             
Form and Registration.


(a)              
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a
nominee of the Depository. The aggregate Certificate Balance of a Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


(b)              
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants, and
all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of
such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


(c)              
No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then:


(i)                
The Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form
set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited on the
Closing Date on behalf of the purchasers of the Private Certificates represented thereby with the Certificate Registrar, at its principal
trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the
account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration




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of the 40-day period commencing on
the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests
in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent
global certificate of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable
form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only
be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of
a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


On the Closing Date, the
Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver
to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting
the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed
the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate
Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Certificate Administrator (or, if the same entity is acting as both the Authenticating Agent and the Certificate
Administrator and such entity is being removed from both capacities, a successor Certificate Administrator) shall appoint a successor
authenticating agent, which may be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09
of this Agreement.


(ii)             
The Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set
forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a
nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased
or decreased by adjustments made on the




    	 	-425-	 



    	 	 



    

records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


(iii)                
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (during the 360RR Interest Transfer
Restriction Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and
shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners.


(d)              
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to
be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days
of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of
the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or
appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate,
all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however, that
under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.
Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of
a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and
receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in
the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate,
the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize
the holders of such Definitive Certificates as Certificateholders under this Agreement.


(e)              
If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject
to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of
Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange
or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry




    	 	-426-	 



    	 	 



    

Certificate, as provided herein, the
Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed
to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease
in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor
or upon transfer thereof.


(f)               
During the 360RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate
in the Retained Interest Safekeeping Account by the Certificate Administrator (and the related Retaining Party’s interest shall
be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Risk Retention Certificate
in safekeeping and shall release the same only upon receipt of a written direction signed by each of the Depositor, the 360 Rosemary Retaining
Sponsor and the Holder of such Certificate, and in accordance with any authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account
which will be designated the “Retained Interest Safekeeping Account” and into which each Risk Retention Certificate shall
be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator
may establish any number of subaccounts to the Retained Interest Safekeeping Account for each related Retaining Party. Each Risk Retention
Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by
the Certificate Administrator of any Risk Retention Certificate in connection with the initial issuance thereof and, for so long as the
Risk Retention Certificates are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement,
upon any transfer or exchange pursuant to this Article V of any Risk Retention Certificate, the Certificate Administrator
shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit MM. No amounts distributable with
respect to any Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account, but instead shall be remitted
directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and any updates
to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator. Under no circumstances
by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be obligated to bring legal action or institute
proceedings against any Person on behalf of any Retaining Party. During the 360RR Interest Transfer Restriction Period and for such longer
time as the related Retaining Party may request, the Certificate Administrator shall hold each individual Risk Retention Certificate at
the below location, or any other location; provided the Certificate Administrator has given notice to the Depositor, the Retaining
Sponsor and each Retaining Party of such new location:


Computershare Trust Company, National Association

Attn: Security Control and Transfer (SCAT)

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414




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The Certificate Administrator shall make available
to each related Retaining Party its account information as mutually agreed upon by the Certificate Administrator and each respective Retaining
Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate
shall be subject to this Article V. During the 360RR Interest Transfer Restriction Period, unless the 360 Rosemary Retaining Sponsor
and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal
purposes), and shall not itself provide to any Person copies of, the executed Risk Retention Certificates held by it in the Retained Interest
Safekeeping Account.


After the release of any Credit
Risk Retention Certificates pursuant to this Section Article V, the Certificate Administrator shall have no liability or obligation
with respect to the safekeeping of such released Credit Risk Retention Certificates, provided that such Credit Risk Retention Certificates
were held and released in accordance with the terms of this Agreement 


(g)              
To the extent that the aggregate value and/or principal amount of the RR Interest is in excess of the amount or percentage of risk
retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be subject to the
requirements of Regulation RR and any Certificates or Uncertificated Interests evidencing or constituting such excess portion of the RR
Interest shall be subject to all of the provisions in this Agreement applicable to the RR Interest including, without limitation, the
provisions of this Article V.


Section 5.03             
Registration of Transfer and Exchange of Certificates.


(a)              
The Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and the Uncertificated Interests and of transfers and exchanges of Certificates and the Uncertificated Interest as herein
provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities,
the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record
of the aggregate holdings of Certificates of each Class of Private Certificates represented by a Temporary Regulation S Global Certificate,
a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of
transfer, (ii) registering transfers and pledges of the Uncertificated Interests and (iii) transmitting to the Depositor, the Master
Servicer and the Special Servicer any notices from the Certificateholders and the Uncertificated Interest Owners. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates as Definitive
Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


(b)              
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,




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one or more new Certificates in authorized
denominations, in like aggregate interest and of the same Class.


(c)                
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such
holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from
a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary
Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream
account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this
Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest
in the Rule 144A Global Certificate that is being exchanged or transferred.


(d)              
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the
same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery
thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit
or cause to be credited




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a beneficial interest in the Regulation
S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of
such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation
S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation
S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate
that is being exchanged or transferred.


(e)              
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a
holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate
Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof
in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest
in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing
the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate
equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2)
with respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate
(but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted
Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in
a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global




    	 	-430-	 



    	 	 



    

Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to
the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the
reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global
Certificate or Regulation S Global Certificate that is being transferred.


(f)               
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation
S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same
Class of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to
the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate
Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation
S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation
S Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation
S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in
the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect
the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary
Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under
this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


(g)              
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private
Certificate (other than any Risk Retention Certificate during the 360RR Interest Transfer Restriction Period, a Class S Certificate
or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a
Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled
to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent
beneficial




    	 	-431-	 



    	 	 



    

interest in the appropriate Global Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this
Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate
equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form
of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate)
or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry
Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the
Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in
such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by e-mail to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such
exchange.


(h)              
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A
Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof
in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor substantially
in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the proposed transferee
substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate Registrar,
an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under
the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring
to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be
an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee or the Certificate Registrar in their respective capacities as such).




    	 	-432-	 



    	 	 



    

(i)               
 Transfers of Risk Retention Certificates. At all times during the 360RR Interest Transfer Restriction Period, if a transfer
of any Class 360RR Certificate is to be made (other than in connection with transfers on the Closing Date), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i)
a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5D,
which such certification must (x) be countersigned by the applicable Retaining Party and 360 Rosemary Retaining Sponsor (if different
than the Retaining Party) and include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6D which such certification must (x) be
countersigned by the applicable Retaining Party (if different than the transferor), the 360 Rosemary Retaining Sponsor (if different than
the Retaining Party) and (y) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications,
the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the
following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Class 360RR Certificate in the
name of the prospective Transferee. In no event shall a Class 360RR Certificate be held as a Global Certificate during the 360RR Interest
Transfer Restriction Period.


(j)                
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise
set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures
as may from time to time be adopted by the Certificate Registrar.


(k)              
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers
of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of clause (e) above.


(l)                
If Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar
such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S
under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.




    	 	-433-	 



    	 	 



    

(m)            
 All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)              
No Uncertificated Interest, Class S Certificate or Class R Certificate may be purchased by or transferred to any prospective
purchaser or transferee that is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility or
prohibited transaction provisions of ERISA or Code Section 4975 (each, a “Plan”), or (ii) any entity or collective
investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified
by Section 3(42) of ERISA, or Similar Law (as defined below), an insurance company that is using the assets of separate accounts
or general accounts which include Plan assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any
such Plan or using the assets of a Plan (each, a “Plan Investor”) to purchase such Certificate or Uncertificated Interest.
In addition, no ERISA Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan or Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds
used to acquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as
such term is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore,
no ERISA Restricted Certificate, Uncertificated Interest, Class S Certificate or Class R Certificate or interest therein may
be purchased by or transferred to any prospective purchaser or transferee that is or will be a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on
behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein unless, in the case of an ERISA
Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not constitute or otherwise
result in a non-exempt violation of Similar Law. Except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate,
a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate or any Uncertificated Interest
shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation
letters, substantially in the form of Exhibit L-3 and, except in the case of an Uncertificated Interest, Exhibit L-4
to this Agreement. Each beneficial owner of a Certificate (other than a Class S or Class R Certificate) or any interest therein
will be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it
is not a Plan or Plan Investor, (ii) except in the case of an ERISA Restricted Certificate, it has acquired and is holding the Certificates
in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to the availability of the Underwriter
Exemption, including that the Certificates must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent)
by a rating agency that meets the requirements of the Underwriter Exemption and that such Certificate is so rated and that it is an Institutional
Accredited Investor or (iii)  (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate
or interest therein is an “insurance company general




    	 	-434-	 



    	 	 



    

account,” as such term is defined
in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate
or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition of such Certificate
or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. Any attempted
or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


(o)              
(i) The Depositor hereby directs the Certificate Administrator to register (1) the Uncertificated VRR Interest, upon issuance,
in the Certificate Register in the name of the Initial Uncertificated VRR Interest Owner and (2) the Uncertificated 111RR Interest, upon
issuance, in the Certificate Register in the name of the Initial Uncertificated 111RR Interest Owner. No Person shall be permitted to
own, directly or indirectly, any interest in an Uncertificated Interest other than (i) the Initial Uncertificated Interest Owner of such
Uncertificated Interest or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing
permitted under Regulation RR (a “Permitted Lender”) to the applicable Uncertificated Interest Owner or such Majority
Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in a repurchase transaction,
the applicable Initial Uncertificated Interest Owner or such Majority-Owned Affiliate of the applicable Initial Uncertificated Interest
Owner may transfer its interest in such Uncertificated Interest to the Permitted Lender so long as the applicable Initial Uncertificated
Interest Owner or such Majority-Owned Affiliate is obligated to repurchase such interest in such Uncertificated Interest pursuant to the
terms of the related financing documents. An Uncertificated Interest Owner, if it wishes to transfer its Uncertificated Interest, shall
notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated Interest Owner. The Certificate Administrator
shall register the ownership of each Uncertificated Interest on the Certificate Register. Any transfer of an Uncertificated Interest (including
to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under applicable law unless all of the
following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor of such Uncertificated Interest
assigns, and the transferee of such Uncertificated Interest assumes, all rights and obligations in connection with such Uncertificated
Interest under this Agreement; (ii) the transferor of such Uncertificated Interest has executed and delivered to the Certificate Administrator
a certification in the form of Exhibit L-6A (in the case of a transfer of the Uncertificated VRR Interest) or Exhibit L-6B
(in the case of a transfer of the Uncertificated 111RR Interest) hereto, which certification must (x) be countersigned by the applicable
Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include a medallion stamp guarantee
of such Retaining Party; and (iii) the transferee of such Uncertificated Interest has executed and delivered to the Certificate Administrator
a certification in the form of Exhibit L-5A (in the case of a transfer of the Uncertificated VRR Interest) or Exhibit L-5B (in
the case of a transfer of the Uncertificated 111RR Interest) hereto, which certification must (x) be countersigned by the applicable Retaining
Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining Party and (z) include wiring
instructions and contact information for such transferee. Notwithstanding




    	 	-435-	 



    	 	 



    

anything else in this Agreement to the
contrary, no Person shall have any rights hereunder with respect to an Uncertificated Interest unless (i) such Person is the applicable
Initial Uncertificated Interest Owner, or (ii) in the case of any Majority Owned Affiliate of such Initial Uncertificated Interest Owner,
such Person is identified in writing to the Certificate Administrator as being the applicable Uncertificated Interest Owner, or (iii) in
the case of any subsequent transferee, such Person is identified as being the applicable Uncertificated Interest Owner on the ownership
registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat an
Uncertificated Interest Owner (in the case of any subsequent Uncertificated Interest Owner, as recorded on such ownership registry) as
the owner in fact of the applicable Uncertificated Interest for all purposes and shall not be bound to recognize any equitable or other
claim to or interest in such Uncertificated Interest on the part of any other Person. Any transfer of an interest in an Uncertificated
Interest that is not in compliance with this Section 5.03(o)(i) or Section 5.03(n) shall be null and void ab initio
to the extent permitted under applicable law.


(ii)             
Each Initial Uncertificated Interest Owner and any subsequent Uncertificated Interest Owner shall be deemed by virtue of its acceptance
of an Uncertificated Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is
not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
the Agreement, each Uncertificated Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate
Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable
law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect
of the foregoing, (a) if an Uncertificated Interest Owner is created or organized under the laws of the United States, any state
thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator
an Internal Revenue Service Form W-9 and (b) if an Uncertificated Interest Owner is not created or organized under the laws of the
United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated
for United States income tax purposes as derived in whole or part from sources within the United States, such Uncertificated Interest
Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service
Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Uncertificated Interest Owner, as evidence of such Uncertificated Interest Owner’s exemption from
the withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder
to an Uncertificated Interest Owner in respect of an Uncertificated Interest or otherwise until such Uncertificated Interest Owner shall
have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(o)(ii).


 




    	 	-436-	 



    	 	 



    

(p)             
 Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


(i)                
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)             
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership
Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the Certificate Registrar shall, as a
condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate
Registrar and to the proposed transferor, an affidavit (or, solely in connection with the initial issuance of such Residual Ownership
Interest, a certification) in substantially the form attached as Exhibit L-1 to this Agreement (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating
that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the
proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows
generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the
proposed transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other
than in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any




    	 	-437-	 



    	 	 



    

Initial Purchaser in connection with the
initial offering of the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit L-2A
to this Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements
in the preceding clauses (x)(B)(1) or (3) are false.


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is
a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest or
such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Residual
Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) as may be required by
the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R
Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar
may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided,
however, such Persons shall in no event be excused from furnishing such information.


(iv)              
The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


(v)                 
The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


(q)              
Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null
and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


Section 5.04        
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security or indemnity as
may be required by it to save it harmless, then, in the absence of actual notice that




    	 	-438-	 



    	 	 



    

such Certificate has been acquired by a bona
fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust
Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar and the Certificate
Administrator may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


Section 5.05                          Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner
of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate
Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the
extent that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such Certificate Owner (or prospective transferee) under the same circumstances, and subject to the same conditions,
as such report, statement or other information would be provided to a Certificateholder.


Section 5.06          
Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a
paying agent for the purpose of making distributions to Certificateholders and the Uncertificated Interest Owners pursuant to Section 4.01
of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master
Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material
respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator that
such Paying Agent will hold all sums held by it for the payment to Certificateholders and the Uncertificated Interest Owners in trust
for the benefit of the Certificateholders and the Uncertificated Interest Owners entitled thereto until such sums have been paid to the
Certificateholders and the Uncertificated Interest Owners or disposed of as otherwise provided herein. The initial Paying Agent shall
be the Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at
least “BBB+” from each of S&P and Fitch, or shall be otherwise acceptable to each Rating Agency.


Section 5.07          
Access to Certificateholders’ Names and Addresses; Special Notices.


(a)              
The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of
the names and addresses of the Certificateholders. If any Certificateholder or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information to
the Certificate Administrator at




    	 	-439-	 



    	 	 



    

9062 Old Annapolis Road, Columbia, Maryland
21045, Attention: Corporate Trust Administration Group – BMO 2022-C1 with a copy to: trustadministrationgroup@wellsfargo.com (i) requests
in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certifying
Certificateholder desires to communicate with other Certificateholders and Certificate Owners with respect to its rights under this Agreement
or under the Certificates and (iii) provides a copy of the communication which Certifying Certificateholder proposes to transmit,
then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request (a “Communication Request”),
furnish such Certifying Certificateholder (at such Certifying Certificateholder’s sole cost and expense) a list of the names and
addresses of the Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was derived.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be
entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


(b)              
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date)
from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders
or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following (a) the name of
the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the
effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested
in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


(c)              
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to the
Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator shall not have any obligation
to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information
conclusively. Any Certificateholder or Certificate Owner will be responsible




    	 	-440-	 



    	 	 



    

for its own expenses in making any Communication
Request, but will not be required to bear any expenses of the Certificate Administrator. Any expenses the Certificate Administrator incurs
in connection with any request to communicate will be paid by the Trust.


Section 5.08          
Actions of Certificateholders.


(a)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or
taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor,
the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor,
the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


(b)              
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


(c)              
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything
done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer
in reliance thereon, whether or not notation of such action is made upon such Certificate.


(d)              
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


Section 5.09          
Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates.
The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business under the laws of the
United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor,
having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision
or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent and the
Certificate Administrator hereby accepts such appointment.


Any entity into which the
Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion
or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating
Agent, shall be the Authenticating Agent without




    	 	-441-	 



    	 	 



    

the execution or filing of any paper or any
further act on the part of the Certificate Administrator or the Authenticating Agent.


The Authenticating Agent
may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and
the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice
of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in
case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.09,
the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and
shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 5.09.


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation
paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating
Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of the Authenticating Agent.


Section 5.10          
Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder
or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering
into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects
with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian.
The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof
against the Custodian for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders
and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to
require such Custodian to act or refrain from acting. Each Custodian shall be a depository institution subject to supervision by federal
or state authority, shall have a 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. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement.
Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator
shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance
with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond
in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate
Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates
has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In
addition,




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the Custodian shall keep in force during the
term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions
insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to
which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations
and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files
directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator
may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian.
In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


Section 5.11            
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415, as its office for such purposes. The Certificate
Registrar shall give prompt written notice to the Certificateholders and the Uncertificated Interest Owners of any change in the location
of the Certificate Register or any such office or agency.


Section 5.12            
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Global Certificates and directly with registered Holders by mail with
respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which,
unless otherwise specifically contemplated herein for any particular matter, shall be no less than thirty (30) days and no later
than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Global
Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the notice and related
ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall be considered delivered
to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with
their Voting Rights. Voting Rights with respect to any outstanding




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Class of Certificates shall be calculated
by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with
an outstanding Certificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted
to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions
shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,
votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion
of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


(c)              
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after
the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include
the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In
addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in
accordance with the methods described in Section 5.12(a) above. The Certificate Administrator shall also include such notice
on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All
vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct
a new vote for the same proposition.


(d)              
Unless otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection
with administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about
the matter being voted on or answer questions other than process-related questions regarding the administration of the vote.


(e)              
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the
Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all
such votes require a majority of Certificateholders to carry a proposition.



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Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


Section 6.01        
Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the Depositor (and any employee,
director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor (and any employee,
director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against any loss, liability or
reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses, which for the avoidance of doubt include
reasonable attorneys’ fees and expenses related to the enforcement of this indemnity) incurred by such parties (i) as a result
of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer, as the case may be, or by reason of negligent disregard of such Person’s
obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, as the case may be, of any of its representations or warranties contained herein. The Depositor
shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund
and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee, the
Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including, without
limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct,
bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the Depositor
obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations or warranties contained
herein.


Section 6.02          
Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited
liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business
in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its




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obligations under this Agreement, or to protect
the validity and enforceability of this Agreement, the Certificates or any of the Trust Loans and to perform its respective duties under
this Agreement.


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial
mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to
acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting
from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, and shall
be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under
applicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.


Section 6.03          
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Certificateholders,
the Combined Uncertificated VRR Interest Owner, the Companion Loan Holders or any other Person for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment. However, none of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected
against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such respective
party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the
performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations
or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may rely in good faith on any document of any kind which, prima facie, is properly executed
and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless
by the Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial
Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection




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Account, provided that, to the extent
that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder
of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts
otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection
Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses,
which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) incurred
in connection with, or relating to, this Agreement, the Certificates or the Combined Uncertificated VRR Interest, other than any such
loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including any such legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the performance of its obligations or duties hereunder or by reason
of negligent disregard of its obligations or duties hereunder, in each case by the Person being indemnified, (ii) with respect to
any such party, resulting from the breach by such party of any of its representations or warranties contained herein, (iii) specifically
required to be borne by the party seeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which
constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability
for which reimbursement is not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may prosecute
on behalf of the Trust or in the interests of the Certificateholders or the Combined Uncertificated VRR Interest Owner any legal action
related to its duties under this Agreement under any circumstances; provided, however, that each of the Depositor, the Master
Servicer and the Special Servicer may in its discretion undertake any such action related to its obligations hereunder which it may deem
necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
and the Combined Uncertificated VRR Interest Owner hereunder. In such event, the reasonable legal expenses and costs of such action and
any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account or
the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination and then out of the
Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is required under the related
Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because
funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer
shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection
Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as provided
in Section 3.06 and Section 3.06A of this Agreement.


Each of the related Outside
Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of
general collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of an Outside Serviced Loan Combination as to




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which the securitization trust created under
the applicable Outside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the applicable
Outside Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related “Serviced Whole
Loan Custodial Account” or “Loan Combination Custodial Account” (as each such term or any analogous term is defined
in the applicable Outside Servicing Agreement) are insufficient for reimbursement of such amounts).


Section 6.04          
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


(a)              
Each of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective
duties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator
(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)),
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Holders and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider; provided that, with respect to any of the Master Servicer or the Special Servicer: (i) the successor
accepting such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged
in the servicing of commercial mortgage loans, organized and doing business under the laws of any state of the United States, the District
of Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or a Person resulting
from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the case of a Serviced
Loan Combination, under the related Co-Lender Agreement and (B) shall execute and deliver to the Trustee and the Certificate
Administrator an agreement which contains an assumption by such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer or the Special Servicer, as the case may be, under this Agreement from
and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the
Master Servicer or the Special Servicer shall not be released from its obligations under this Agreement that arose prior to the effective
date of such assignment and delegation under this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing
Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; (v) for so long
as no Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class Representative
(and, if a Serviced Outside Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside
Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for the reasonable
costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer; (vii) none of the Operating
Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed as successor Master Servicer or
Special Servicer; and (viii) none of the Third Party Purchaser, the 360 Rosemary Retaining Third Party Purchaser or any of their respective
Risk Retention Affiliates shall in any event be appointed as successor Master




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Servicer. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.


(b)             
Except as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master
Servicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination
that such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee receives
notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are no longer permissible
under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and
provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its successor in all respects
in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as the case
may be, had received a notice of termination. Any such determination permitting the resignation of the Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s
expense) to such effect delivered to the Trustee and the Certificate Administrator.


Except as provided in the
immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as contemplated herein shall become
effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer, Special
Servicer shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities, duties, liabilities
and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor, the Asset Representations Reviewer
nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer. If no successor Master Servicer or Special
Servicer can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer or Special Servicer
would have been entitled, additional amounts payable to such successor Master Servicer or Special Servicer shall be payable out of the
Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult
with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special Servicer or Operating
Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer
or Operating Advisor, as applicable.


If the Trustee or an Affiliate
acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee Rate
to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the
market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or
an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary
(in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of
this Section 6.04.


(c)              
The Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’
prior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and (b) upon
the




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appointment of, and the acceptance of
such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. Except as provided in Section 6.04(d), no such resignation by the Operating Advisor shall become
effective until a replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations
under this Agreement. The successor entity assuming the obligations of the Operating Advisor under this Agreement shall be entitled to
the compensation to which the Operating Advisor would have been entitled hereunder after the date of assumption of such obligations. If
no successor Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor
Operating Advisor shall be payable out of the Trust; provided that, for so long as no Consultation Termination Event has occurred
and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Operating
Advisor at an operating advisor compensation in excess of that permitted to the terminated Operating Advisor. If no successor Operating
Advisor has been appointed and accepted such appointment within 60 days after the resigning Operating Advisor’s giving of notice
of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for appointment of a successor. The resigning
Operating Advisor shall pay all costs and expenses associated with its resignation and the transfer of its duties (including costs and
expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


(d)             
In addition, in the event that, (i) at any time following the end of the VRR Interest Transfer Restriction Period for the Uncertificated
VRR Interest and there are no Classes of Non-Uncertificated VRR Retained Pooled Certificates or Uncertificated VRR Interest outstanding
other than the Control Eligible Certificates, the Uncertificated VRR Interest, the Class S Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor under this Agreement (other than with respect to the 360 Rosemary Loan
Combination and the 111 River Street Loan Combination) shall terminate without payment of any penalty or termination fee (other than any
rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights arising out of events occurring prior to such termination), and (ii)
at any time following the end of the 111RR Interest Transfer Restriction Period and the 360RR Interest Transfer Restriction Period, and
there are no Classes of related Loan-Specific Certificates outstanding other than the 360 Rosemary Control Eligible Certificates or the
111 River Street Control Eligible Certificates, as applicable, then all of the rights and obligations of the Operating Advisor under this
Agreement with respect to the 360 Rosemary Loan Combination and the 111 River Street Loan Combination shall terminate without payment
of any penalty or termination fee (other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights arising out of events
occurring prior to such termination). In either of the cases in clauses (i) and (ii) of the preceding sentence, if the Operating Advisor
is terminated, then no replacement Operating Advisor shall be appointed to act in such capacity.



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Section 6.05          
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.
The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13
of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it
in respect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related
to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of
the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each
of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator
its most recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor
or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee
to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer
and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or
its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the
Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable
from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the
Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor
or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer
nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or
the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee
or the Certificate Administrator under this Agreement or otherwise.


Each of the Trustee, the
Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and
information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special
Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance
of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder.


Neither the Master Servicer
nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


Section 6.06          
Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Certificate
Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate
thereof, except as otherwise expressly provided herein. If, at any time




    	 	-451-	 



    	 	 



    

during which the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate, the Master
Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment,
violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s
good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may
seek the approval of the Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee
and the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06,
(ii) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that
the Master Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward
it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)
together with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders
holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned
by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall
have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act
as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall
be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the Certificate
Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, except in
the case of unusual circumstances.


Section 6.07             
Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not
limited to, surveillance fees.


Section 6.08            
Termination of the Special Servicer.


(a)              
(i)With respect to any Serviced Loan or Serviced Loan Combination, the applicable Directing Holder shall be entitled to terminate
the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g)
of this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan or Serviced Loan Combination,
as applicable, with or without cause, upon ten (10) Business Days’ notice to the applicable Special Servicer, the Master Servicer,
the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Loan
Combination, the related Companion Loan Holder(s); provided that, if the Controlling Class Representative is the applicable Directing
Holder and it elects to effect such a termination, it shall do so with respect to all of the Serviced Loans as to which it is the applicable
Directing Holder.


Upon a termination (pursuant
to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement)
of the Special Servicer with respect to




    	 	-452-	 



    	 	 



    

any Serviced Loan(s) or Serviced Loan Combination,
the applicable Directing Holder shall appoint a successor Special Servicer with respect to such Serviced Loan(s) or the related Serviced
Loan Combination, as the case may be; provided, however, that (A) such successor shall meet the requirements set forth in
Section 7.02 of this Agreement, (B) the applicable Directing Holder shall (at no expense to the Trust) obtain and deliver
to the Certificate Administrator and the Trustee a Rating Agency Confirmation from each Rating Agency with respect to such proposed successor
acting as a Special Servicer and (C) in the case of the appointment of a successor Special Servicer with respect to a Serviced Loan Combination,
the applicable Directing Holder shall (at no expense to the Trust or any related Other Securitization Trust) obtain and deliver to the
certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer for
each related Serviced Companion Loan.


(ii)             
The procedures for removing the Special Servicer (other than with respect to any Serviced Outside Controlled Loan Combination,
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) if a Control Termination Event has occurred and is continuing
shall be as follows: Upon (A) the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled
Voting Rights of the Pooled Certificates (other than the Class S Certificates) requesting a vote to terminate and replace the Special
Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination, the 360 Rosemary Loan
Combination and the 111 River Street Loan Combination) with a proposed successor Special Servicer, (B) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote and (C) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from
each Rating Agency with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor
(with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be
an expense of such Holders), the Certificate Administrator shall promptly provide written notice of the requested vote to all Pooled Certificateholders
by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative
vote of (a) the Holders of Pooled Certificates (other than the Class S Certificates) evidencing at least 66 2/3% of the Pooled
Voting Rights allocable to the Pooled Certificates of those Holders that voted on such matter (provided that Holders representing
the applicable Certificateholder Quorum vote on the matter) or (b) the Holders of Pooled Certificates that are Non-Reduced Certificates
evidencing more than 50% of the Voting Rights allocable to each such Class of Non-Reduced Certificates, the Trustee shall terminate
all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and
obligations of the Special Servicer under this Agreement with respect to the applicable Serviced Loans (other than any Serviced Outside
Controlled Loan Combination, the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) and appoint the proposed successor
Special Servicer, and the proposed successor Special Servicer shall




    	 	-453-	 



    	 	 



    

succeed to the duties of the Special Servicer
with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination, the 360 Rosemary Loan Combination and
the 111 River Street Loan Combination) all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02
of this Agreement; provided that if such affirmative vote is not achieved within 180 days of the initial request for a vote
to terminate and replace the Special Servicer, then such vote shall have no force and effect. The provisions set forth in the foregoing
sentences of this paragraph shall be binding upon and inure to the benefit of solely the Pooled Certificateholders and the Trustee as
between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions. As between the Special Servicer, on the one hand, and the Pooled Certificateholders, on the other, the Pooled Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Pooled Certificateholder and Certificate Owner of
Pooled Certificates may access such notices on the Certificate Administrator’s Website and each Certificateholder and Certificate
Owner of Pooled Certificates may register to receive email notifications when such notices are posted on the Certificate Administrator’s
Website. Any such appointment of a successor Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled
Loan Combination, the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) based on a Pooled Certificateholder vote
shall be subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator shall be entitled to reimbursement from
the requesting Pooled Certificateholders for the reasonable expenses of posting notices of such requests.


(iii)               
The procedures for removing a Special Servicer to each of (A) the 360 Rosemary Loan Combination if an applicable Control Termination
Event has occurred and are continuing and (B) the 111 River Street Loan Combination if an applicable Control Termination Event has occurred
and is continuing, shall be as follows (with references to “Applicable Certificates” in this paragraph meaning, collectively,
in the aggregate, (1) the Pooled Certificates (other than the Class S Certificates) and (2) either the 360 Rosemary Loan-Specific
Certificates (in the case of the removal of a Special Servicer with respect to the 360 Rosemary Loan Combination) or the 111 River Street
Loan-Specific Certificates (in the case of the removal of a Special Servicer with respect to the 111 River Street Loan Combination)):
Upon (I) the written direction of Holders of Applicable Certificates evidencing 25% of the Voting Rights of all of the Applicable Certificates
requesting a vote to terminate and replace the Special Servicer (with respect to the related Loan Combination) with a proposed successor
Special Servicer, (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 and (III) delivery by such Holders to the Certificate Administrator
and the Trustee of a Rating Agency Confirmation from each Rating Agency addressing the removal and replacement of the Special Servicer
(which confirmations shall be obtained at the expense of such Holders), the Certificate Administrator shall




    	 	-454-	 



    	 	 



    

promptly provide written notice to all
Certificateholders of such request by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate
Register. Upon the affirmative vote of (a) the Holders of Applicable Certificates evidencing at least 66-2/3% of the Voting Rights
allocable to the Applicable Certificates of those Holders that voted on such matter (provided that Holders representing the applicable
Certificateholder Quorum vote on the matter) or (b) the Holders of Applicable Certificates that are Non-Reduced Certificates evidencing
more than 50% of the Voting Rights allocable to each Class of Applicable Certificates that are Non-Reduced Certificates, the
Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement with respect to the related Loan
Combination and appoint the proposed successor Special Servicer; provided that if that affirmative vote is not achieved within 180 days
of the initial request for a vote to so terminate and replace the Special Servicer, then that vote will have no force and effect. The
Certificate Administrator will include on each Distribution Date Statement a statement that each Certificateholder and beneficial owner
of Certificates may access such notices on the Certificate Administrator’s Website and each Certificateholder and beneficial owner
of Certificates may register to receive email notifications when such notices are posted on the website. Any such appointment of a successor
Special Servicer with respect to the related Loan Combination based on a Certificateholder vote will be subject to the receipt of a Rating
Agency Confirmation.


(b)              
(i)With respect to the 360 Rosemary Loan Combination, with respect to the 111 River Street Loan Combination or with respect
to all of the other Serviced Loans (as a collective matter), as the case may be, at any time after the occurrence and during the continuance
of a Consultation Termination Event (or, in the case of the 360 Rosemary Loan Combination, at any time), if the Operating Advisor determines,
in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2)
a replacement of the Special Servicer would be in the best interest of the Pooled Certificateholders and the Uncertificated Interest Owners
(as a collective whole) or related Loan-Specific Certificateholders (as a collective whole), as applicable, the Operating Advisor shall
deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of
Exhibit T attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or
to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement, provided
that in no event shall the information or any other content included in such written recommendation contravene any provision of this Agreement)
detailing the reasons supporting its position (along with relevant information justifying its recommendation), recommending a replacement
special servicer with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination or the other Serviced Loans
(as a collective whole), as applicable, meeting the applicable requirements of this Agreement, which recommended special servicer has
agreed to succeed the then-current applicable Special Servicer if appointed in accordance herewith, and requesting a vote on whether
the existing Special Servicer should be replaced with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination
or the other Serviced Loans (as a collective whole), as applicable. In any




    	 	-455-	 



    	 	 



    

such event, the Certificate Administrator
shall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice of such recommendation
to all Pooled Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect to the 360 Rosemary
Loan Combination, the 111 River Street Loan Combination or the other Serviced Loans (as a collective whole), as applicable. Upon (A) the
affirmative vote of the Holders of Pooled Certificates evidencing at least a majority of the aggregate outstanding principal balance of
the Pooled Certificates of those Holders that voted on the matter (provided that Holders representing the applicable Certificateholder
Quorum vote on the matter within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on the
which the aforementioned notice was mailed to the Pooled Certificateholders)) and (B) receipt of Rating Agency Confirmation from
each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (A), the Trustee shall (x) terminate
all of the rights (subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and
obligations of the Special Servicer under this Agreement with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan
Combination or the other Serviced Loans (as a collective whole), as applicable, (y) appoint the recommended successor Special Servicer
with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination or the other Serviced Loans (as a collective
whole), as applicable and (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable
fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote
shall be an Additional Trust Fund Expense payable out of collections on the Mortgage Loans. If such affirmative vote of the Holders of
the required Pooled Certificates contemplated by clause (A) of the second preceding sentence is not achieved within 180 days
of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed
to the Pooled Certificateholders), then the Trustee shall have no obligation to remove the applicable Special Servicer and such recommendation
shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the Special Servicer under this Agreement with respect to the 360 Rosemary Loan Combination,
the 111 River Street Loan Combination or the other Serviced Loans (as a collective whole), as applicable, and to act as the Special Servicer’s
successor hereunder.


(ii)                  
In addition, with respect to each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination (but in the case
of the 111 River Street Loan Combination, only if a Consultation Termination Event has occurred and is continuing), if the Operating Advisor
determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard
and (2) a replacement of the Special Servicer would be in the best interest of the related Loan-Specific Certificateholders and, in
the case of the 111 River Street Loan Combination, the 111RR Interest Owner (as a collective whole), the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit T
attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional
information, subject to compliance of such form with




    	 	-456-	 



    	 	 



    

the terms and provisions of this Agreement,
provided that in no event shall the information or any other content included in such written recommendation contravene any provision
of this Agreement) detailing the reasons supporting its position (along with relevant information justifying its recommendation), recommending
a replacement special servicer with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable,
meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current applicable
Special Servicer if appointed in accordance herewith, and requesting a vote on whether the existing Special Servicer should be replaced
with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable. In any such event, the Certificate
Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s Website and by mail send notice
of such recommendation to all of the related Loan-Specific Certificateholders, asking them to vote whether they wish to remove the
Special Servicer with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable. Upon (A) the
affirmative vote of the Holders of the related Loan-Specific Principal Balance Certificates evidencing at least a majority of the
aggregate outstanding principal balance of such Loan-Specific Principal Balance Certificates of those Holders that voted on the matter
(provided that Holders representing the applicable Certificateholder Quorum vote on the matter within 180 days of the initial request
for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the related Loan-Specific
Certificateholders)) and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following
satisfaction of the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement
with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable, (y) appoint the recommended
successor Special Servicer with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable and
(z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out of pocket
costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust
Fund Expense payable out of collections on the related Trust Subordinate Companion Loan. If such affirmative vote of the Holders of the
required related Loan-Specific Certificates contemplated by clause (A) of the second preceding sentence is not achieved within
180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice
was mailed to the related Loan-Specific Certificateholders), then the Trustee shall have no obligation to remove the applicable Special
Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the applicable Special Servicer under this Agreement
with respect to the applicable




    	 	-457-	 



    	 	 



    

Serviced Loan Combination, and to act as
the applicable Special Servicer’s successor hereunder.


(iii)                
No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
If the entity acting as Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein
to the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect to the Serviced
Loan(s) or Serviced Loan Combination(s), as applicable, as to which it was terminated pursuant to this Section 6.08(b), any
other section of this Agreement or any Co-Lender Agreement.


(c)              
In no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any
Affiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that
(i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of
a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement or (y) for the
appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become
the Special Servicer, (iii) is not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to
receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved
by 100% of the Certificateholders.


(d)              
The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement
of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced Companion Loan
Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


(e)              
No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Special
Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other Depositor
shall have received the written notice and information with respect to the successor Special Servicer as set forth in Section 10.02(a)
and (iii) subject to Section 12.13 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate
Administrator a Rating Agency Confirmation and, if required pursuant to Section 6.08(a), each Companion Loan Rating Agency
has delivered




    	 	-458-	 



    	 	 



    

to the Trustee and the Certificate Administrator
and their respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each
case with respect to such termination and appointment of a successor.


(f)               
Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


(g)              
In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in
writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a
Certificateholder and any rights or obligations that accrued prior to the date of such termination or that survive termination (including,
without limitation, the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on
such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the
date of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing
Workout Fees in accordance with the terms hereof).


(h)                               As of the Closing
Date, there are separate Special Servicers for the 360 Rosemary Loan Combination, the 111 River Street Loan Combination and the remaining
Serviced Loans, respectively. In addition, if (1) a replacement special servicer is appointed with respect to any other Serviced Loan
Combination or any related REO Property in accordance with Article VII or this Section 6.08 or (2) an Excluded Mortgage
Loan Special Servicer is appointed with respect to an Excluded Special Servicer Mortgage Loan, there may be additional parties acting
as Special Servicer hereunder. Accordingly, unless the context clearly requires otherwise: (i) when used in the context of imposing duties
and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer”
shall mean (A) the applicable Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced
Loan Combination or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and
obligations relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer,
in all other cases (provided, that in Section 3.15 and Article VII of this Agreement, the term “Special
Servicer” shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and
the General Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents,
instruments and/or other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special
Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the
General Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase
all of the Trust Loans and all other property held by




    	 	-459-	 



    	 	 



    

the Trust Fund pursuant to Section 9.01
of this Agreement, the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context
of granting the Special Servicer the right to purchase the 360 Rosemary Trust Subordinate Companion Loan and related property held by
the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall mean the Special
Servicer of the 360 Rosemary Loan Combination only; (v) when used in the context of granting the Special Servicer the right to purchase
the 111 River Street Trust Subordinate Companion Loan and related property held by the Trust Fund pursuant to Section 9.01
of this Agreement, the term “Special Servicer” shall mean the Special Servicer of the 111 River Street Loan Combination; (vi)
when used in the context of the Special Servicer being replaced pursuant to this Section 6.08 by the applicable Directing
Holder or the applicable Certificateholders, the term “Special Servicer” shall mean the General Special Servicer, the applicable
Loan Combination Special Servicer or the applicable Excluded Mortgage Loan Special Servicer, as applicable; (vii) when used in the context
of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the
General Special Servicer; and (viii) when used in the context of requiring indemnification from, imposing liability on, or exercising
any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad
faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations
or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the
applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General Special Servicer,
as applicable.


(i)                
References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which
a different Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage
Loan or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


(j)                
Notwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge
that it is, or has become, a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign
in such capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint (and replace
with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Mortgage Loan in accordance with this Agreement. If an Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage
Loan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall
be entitled to appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer for the related Excluded Special
Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event has occurred and is continuing, neither the Controlling
Class Representative nor any other




    	 	-460-	 



    	 	 



    

Controlling Class Certificateholder shall
be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a Control Termination
Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation Termination Event, the largest Controlling
Class Certificateholder that is not an Excluded Controlling Class Holder shall have the right to appoint the Excluded Mortgage Loan Special
Servicer. If there is no applicable Directing Holder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special
Servicer Mortgage Loan (or if there is an applicable Directing Holder so entitled but it has not appointed a replacement special servicer
for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide written notice
to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and such resigning Special
Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event that the resigning Special
Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer shall not have any liability
for the actions or inactions of the newly appointed Excluded Mortgage Loan Special Servicer, and absent willful misconduct, bad faith,
fraud or negligence on the part of such resigning Special Servicer, the resigning Special Servicer and its directors, members, managers,
officers, employees and agents shall be entitled to be indemnified by the Trust against any and all losses or liability incurred in connection
with any legal action resulting from the actions or inactions of the Excluded Mortgage Loan Special Servicer. It shall be a condition
to the appointment of any such Excluded Mortgage Loan Special Servicer that (i) such Excluded Mortgage Loan Special Servicer has
delivered a Rating Agency Confirmation with respect such appointment to the Certificate Administrator and the Trustee and, if the related
Excluded Special Servicer Mortgage Loan is part of a Serviced Loan Combination, a Companion Loan Rating Agency Confirmation with respect
to such appointment to the certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy
to the Certificate Administrator and the Trustee), (ii) such Excluded Mortgage Loan Special Servicer satisfies all of the eligibility
requirements applicable to the Special Servicer set forth in this Agreement and (iii) such Excluded Mortgage Loan Special Servicer
delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Exchange Act
Reporting Party), the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its
role as Excluded Mortgage Loan Special Servicer.


If at any time the Person
that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage Loan or Loan Combination, as the
case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result
of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage Loan) with respect
to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded Mortgage Loan Special Servicer shall resign, (2)
such Mortgage Loan or Loan Combination, as the case may be, shall no longer be an Excluded Special Servicer Mortgage Loan, (3) such original
Special Servicer shall become the Special Servicer again for such Mortgage Loan or Loan Combination, as the case may be, and (4) such
original Special Servicer shall be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect
to such Mortgage Loan or Loan Combination, as the case may be, earned during such time on and after such




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Mortgage Loan or Loan Combination, as the case
may be, is no longer an Excluded Special Servicer Mortgage Loan.


The Excluded Mortgage Loan
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan
and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded
Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time as the
related Mortgage Loan or Loan Combination is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall
remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans
and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during such time).


Notwithstanding anything
to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination, the related Outside
Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


(k)                 
If a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or
an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer or
Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


Section 6.09          
The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


(a)              
The applicable Directing Holder shall be entitled to advise (1) the Special Servicer, with respect to the applicable Serviced
Loan(s) that are Specially Serviced Loan(s) and (2) the Special Servicer, with respect to the applicable Serviced Loan(s) that are Performing
Serviced Loan(s), as to all Major Decisions, in each case as set forth in this Section 6.09. With respect to any Outside Serviced
Mortgage Loan, the Controlling Class Representative shall be entitled to exercise consultation and, to the extent provided in Section
3.01(i), consent rights (if any) and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer,
in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender
Agreement.


In addition, except as set
forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section 6.09(a),
(1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent of the Special Servicer,
who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) (from the date
that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding such Major
Decision (provided that if the Special Servicer does not consent, or notify the Master




    	 	-462-	 



    	 	 



    

Servicer that it will not consent, to such
Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented
to such Major Decision), and (2) the Special Servicer shall not be permitted to take, or to consent to the Master Servicer’s
taking, any of the actions constituting a Major Decision as to which the applicable Directing Holder has objected in writing within ten
(10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a
Serviced Outside Controlled Loan Combination, such other period contemplated by the related Co-Lender Agreement)) after receipt of
the related Major Decision Reporting Package from the Special Servicer (provided that if such written objection has not been received
by the Special Servicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside
Controlled Loan Combination, such other period contemplated by the related Co-Lender Agreement), as applicable, then such applicable
Directing Holder will be deemed to have approved such action).


Furthermore, any applicable
Directing Holder (in the case of an Outside Controlling Note Holder, to the extent provided in the related Co-Lender Agreement) may direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to any Serviced Loan as such party may reasonably
deem advisable or as to which provision is otherwise made herein.


In addition, prior to taking,
or consenting to the Master Servicer’s taking of, any Major Decision, the Special Servicer shall consult (on a non-binding basis)
with any applicable Consulting Parties (including, with respect to the Operating Advisor when it is an applicable Consulting Party under
the circumstances set forth in Section 3.29 and, with respect to the Risk Retention Consultation Parties under the circumstances
set forth in the third following paragraph and, with respect to a Serviced Companion Loan Holder, under the circumstances contemplated
by the related Co-Lender Agreement) in connection with any Major Decision with respect to a Serviced Mortgage Loan or Serviced Loan Combination
and consider alternative actions recommended by such Consulting Parties, but, in the case of the Controlling Class Representative when
it is a Consulting Party, only to the extent such consultation with, or consent of, the Controlling Class Representative would have been
required prior to the occurrence and continuance of a Control Termination Event; provided that each such consultation is not binding on
the Special Servicer; and provided, further, that the Controlling Class Representative (when it is an applicable Consulting
Party) may consult regarding a Serviced Outside Controlled Loan Combination only if and to the extent that the holder of the related Split
Mortgage Loan is granted consultation rights under the related Co-Lender Agreement; and provided, further, that, with respect
to any matter for which consultation with the Controlling Class Representative is required and no response from the Controlling Class
Representative is received within ten (10) Business Days following the later of (i) the Controlling Class Representative’s receipt
of written request for input on such consultation and (ii) the Controlling Class Representative’s receipt of all reasonably requested
information and all information required to be delivered to the Controlling Class Representative under this Agreement with respect to
such consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Controlling
Class Representative on the specific matter; provided, however, that the failure of Controlling Class Representative to
respond will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with Controlling
Class Representative on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Loan Combination or any other
Serviced Mortgage Loan. For the avoidance of doubt, with respect to




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any Serviced Outside Controlled Loan Combination
(which, for the avoidance of doubt, shall include, without limitation, any Servicing Shift Loan Combination prior to the related Servicing
Shift Date), the Special Servicer shall be responsible for obtaining any consent or deemed consent of the related Outside Controlling
Note Holder for “Major Decisions” (as such term or any analogous term is defined in the related Co-Lender Agreement) to the
extent such consent is required under this Agreement or under the terms of the related Co-Lender Agreement. The Special Servicer shall
provide all information reasonably requested by any applicable Consulting Party and in the Special Servicer's possession that is necessary
in order for such Consulting Party to exercise its consultation rights set forth in the first sentence of this paragraph.


Each Consulting Party shall
have consultation rights with respect to such Trust Loans and/or Serviced Loan Combinations and at such times and/or under such circumstances
as contemplated by the definition of “Consulting Party”.


With respect to a Servicing
Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing Shift Date, no request for
approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination, except
that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and only if the
related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any, of the holder of
the related Servicing Shift Mortgage Loan with respect to Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan
set forth in the applicable Co-Lender Agreement. In addition, the Operating Advisor (when it is an applicable Consulting Party) will be
entitled, while a Servicing Shift Mortgage Loan is serviced hereunder, to consult on a non-binding basis with the Special Servicer and
propose alternative courses of action and provide other feedback in respect of any Major Decisions and any proposed sale of such Servicing
Shift Mortgage Loan.


With respect to each Major
Decision regarding a Serviced Loan as to which any applicable Directing Holder has consent or consultation rights pursuant to this Section
6.09, the Special Servicer shall provide the related Major Decision Reporting Package to the applicable Directing Holder, simultaneously
with the Special Servicer’s request for the applicable Directing Holder’s consent or input regarding the related Major Decision.
With respect to each Major Decision regarding a Serviced Loan as to which any Risk Retention Consultation Party has consultation rights
pursuant to this Section 6.09, the Special Servicer shall provide the related Major Decision Reporting Package to such Risk Retention
Consultation Party, simultaneously with the Special Servicer’s request for such Risk Retention Consultation Party’s input
regarding the related Major Decision. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor:
(i) prior to the occurrence and continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a 360
Rosemary Operating Advisor Consultation Trigger Event) and with respect to any Specially Serviced Loan, promptly after the Special Servicer
receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package; and (ii) following the occurrence
and continuance of a Control Termination Event and with respect to any Serviced Loan (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), simultaneously with the Special Servicer’s written request for the
Operating Advisor’s input regarding the related Major Decision. With respect to any particular Major Decision and related Major
Decision Reporting Package provided to the Operating Advisor pursuant to this Section




    	 	-464-	 



    	 	 



    

6.09(a), the Special Servicer shall
make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable Mortgage Loan
and such Major Decision in order to address reasonable questions that the Operating Advisor may have relating to, among other things,
such Major Decision and potential conflicts of interest and compensation with respect to such Major Decision.


In addition, (i) for so long
as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Outside Serviced Mortgage
Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), and (ii) during the continuance
of a Consultation Termination Event, with respect to any Mortgage Loan (other than any Outside Serviced Mortgage Loan or any Excluded
RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party), the Master Servicer and the Special Servicer shall
consult with each Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing
(and such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to
this Agreement which, for the avoidance of doubt, shall include the matters set forth in Sections 3.09, 3.17(m), 3.24,
7.02 and this Section 6.09 and in the definition of “Acceptable Insurance Default”) and to consider alternative
actions recommended by such Risk Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation
with such Risk Retention Consultation Party pursuant to this Agreement); provided that in the event the Master Servicer or the
Special Servicer receives no response from a Risk Retention Consultation Party within 10 days following the Master Servicer’s delivery
of information in its possession reasonably requested by such Risk Retention Consultation Party or the Special Servicer’s delivery
of the related Major Decision Reporting Package, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to
consult with such Risk Retention Consultation Party on the specific matter (provided, however, that the failure of such
Risk Retention Consultation Party to respond will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable
efforts to consult with such Risk Retention Consultation Party on any future matters with respect to the applicable Serviced Mortgage
Loan or Serviced Loan Combination or any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party
shall have any consultation rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention
Consultation Party under this Agreement shall be on a strictly non-binding basis and shall be subject to all limitations with respect
to the procedures and timing for such consultation set forth in this Section 6.09.


Notwithstanding anything
in this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consent of, or consultation with, any applicable Directing Holder or consultation with any applicable Consulting
Party, is necessary to protect the interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, with respect
to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders,
the Combined Uncertificated VRR Interest Owner and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan
Holder(s) constituted a single lender (and, with respect to a Serviced AB Loan Combination, taking into account the subordinate nature
of the related Subordinate Companion Loan(s))), the Special Servicer or Master Servicer, as applicable, may take any such action without
waiting for the




    	 	-465-	 



    	 	 



    

applicable Directing Holder’s (or, if
applicable, the Special Servicer’s) or any Consulting Party’s, as applicable, response.


Also notwithstanding anything
in this Agreement to the contrary, no direction, objection, advice or consultation on the part of any applicable Directing Holder, and
no advice or consultation from any applicable Consulting Party, contemplated by this Agreement, may require or cause the Master Servicer
or the Special Servicer to violate the terms of any Trust Loan or Serviced Loan Combination, any provision of any related Loan Documents,
any related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without
limitation each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard,
or expose any Certificateholder, the Combined Uncertificated VRR Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than
with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage
Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special
Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and/or the Serviced Companion Loan Holders.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by any applicable Directing Holder or any advice from
any applicable Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate
the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions
or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advice and notify in writing the applicable Directing Holder, the applicable Consulting Parties,
the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking
of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of
any applicable Directing Holder or the recommendation of any applicable Consulting Party that does not violate the terms of any Loan Documents,
any related Co-Lender Agreement or mezzanine intercreditor agreement, any law, the REMIC Provisions or the Servicing Standard or any other
provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


For so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside
Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval rights set forth in Section 3.01(i)
of this Agreement; and for so long as no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
shall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise any




    	 	-466-	 



    	 	 



    

consultation rights permitted under the related
Co-Lender Agreement in respect of “Major Decisions” (or any analogous concept) and the implementation of “Asset
Status Reports” (or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend
an annual meeting with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of
such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


A Directing Holder will have
no liability to the Trust Fund, the Certificateholders or the Combined Uncertificated VRR Interest Owner for any action taken, or for
refraining from the taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that
the Controlling Class Representative will not be protected against any liability to any Controlling Class Certificateholder that
would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.


The Risk Retention Consultation
Parties shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or the Combined Uncertificated
VRR Interest Owner for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in
judgment.


The Combined Uncertificated
VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees that: (i) a Directing
Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or the
Combined Uncertificated VRR Interest Owner; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling
Class Representative, in the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class
Representative, the interests of the Holders of the related Loan-Specific Controlling Class); (iii) a Directing Holder does not have
any liability or duties to the Holders of any Class of Certificates or the Combined Uncertificated VRR Interest Owner (other than,
in the case of the Controlling Class Representative, the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative,
the related Loan-Specific Controlling Class); (iv) a Directing Holder may take actions that favor its own interests (or in the case
of the Controlling Class Representative, the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific
Controlling Class Representative, the interests of the Holders of the related Loan-Specific Controlling Class) over the interests of the
Holders of one or more other Classes of Certificates or the Combined Uncertificated VRR Interest Owner; and (v) a Directing Holder
shall have no liability whatsoever (other than, in the case of the Controlling Class Representative, to a Controlling Class Certificateholder
and, in the case of a Loan-Specific Controlling Class Representative, to a related Loan-Specific Controlling Class Certificateholder)
for having so acted as set forth in clauses (i) through (iv) of this paragraph, and that no Certificateholder or Uncertificated VRR
Interest Owner may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder,
member, partner, agent or principal thereof for having so acted; provided, however, that the rights of a Directing Holder
are subject to any related mezzanine intercreditor agreement.


(b)              
Notwithstanding anything to the contrary contained herein:




    	 	-467-	 



    	 	 



    

(i)                
 after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall
have no right to consent to any action taken or not taken by any party to this Agreement;


(ii)                 
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage Loan),
and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than any Excluded
Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would have been required
under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided, however, that
the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan Combination while any
related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


(iii)                 
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative
shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder or a Consulting Party;
provided that each Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as
any other Certificateholder under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


(iv)            
no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan.


(c)              
Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from
taking any action pursuant to instructions, directions, objections, advice or consultation from any applicable Directing Holder, any applicable
Consulting Party or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to
violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents, this Agreement, including
the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the REMIC Provisions or that would (i) expose
any Certificateholder, the Combined Uncertificated VRR Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase
Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees
or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the




    	 	-468-	 



    	 	 



    

Special Servicer’s responsibilities
under this Agreement or any Co-Lender Agreement, (iii) cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to
fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, or (iv) cause the Master Servicer or the Special Servicer
to act, or fail to act, in a manner that in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,
is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


(d)              
Each Certificateholder and Certificate Owner of a Control Eligible Certificate, a 360 Rosemary Control Eligible Certificate or
a 111 River Street Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate (or beneficial
ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to notify the Certificate
Administrator, in writing, of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate),
360 Rosemary Control Eligible Certificate (or any beneficial ownership of any 360 Rosemary Control Eligible Certificate), 111 River Street
Control Eligible Certificate (or any beneficial ownership of any 111 River Street Control Eligible Certificate), the selection of a Controlling
Class Representative or any Loan-Specific Controlling Class Representative or the resignation or removal of the Controlling Class Representative
or any Loan-Specific Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed
Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative,
as applicable, is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership
interest in a Control Eligible Certificate), a 360 Rosemary Control Eligible Certificate (or the beneficial ownership interest in a 360
Rosemary Control Eligible Certificate) or a 111 River Street Control Eligible Certificate (or the beneficial ownership of a 111 River
Street Control Eligible Certificate), as applicable, to notify the Certificate Administrator in writing when such Certificateholder (or
Certificate Owner) or designee is appointed Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111
River Street Controlling Class Representative, and when it is removed or resigns. Upon receipt of any of the notices referred to in the
preceding two sentences of this Section 6.09(d), the Certificate Administrator shall promptly notify, in writing, the Special
Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee of the identity of the Controlling
Class Representative, the 360 Rosemary Controlling Class Representative, the 111 River Street Controlling Class Representative, any
resignation or removal of the Controlling Class Representative, the 360 Rosemary Controlling Class Representative or the 111 River
Street Controlling Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate, 360 Rosemary Control
Eligible Certificate or 111 River Street Control Eligible Certificate. In addition, upon the request of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable, the Certificate Administrator shall
provide (on a reasonably prompt basis) the identity of the then-current Controlling Class, 360 Rosemary Controlling Class or 111 River
Street Controlling Class and a list of the related Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust
if such expense arises in connection with an event as to which the Controlling




    	 	-469-	 



    	 	 



    

Class Representative, the 360 Rosemary
Controlling Class Representative or the 111 River Street Controlling Class Representative or the Controlling Class, the 360 Rosemary Controlling
Class or the 111 River Street Controlling Class has consent or consultation rights pursuant to this Agreement or in connection with a
request made by the Operating Advisor in connection with its obligation under Section 3.29(e) of this Agreement to deliver
a copy of the Operating Advisor Annual Report to the Controlling Class Representative, the 360 Rosemary Controlling Class Representative
and the 111 River Street Controlling Class Representative and otherwise at the expense of the requesting party) of the Controlling Class,
the 360 Rosemary Controlling Class or the 111 River Street Controlling Class to such requesting party, and each of the Master Servicer,
Special Servicer, Operating Advisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on the information so
provided by the Certificate Administrator.


In the event of a change
in the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, the Certificate Administrator
shall promptly contact the current Holder(s) (or, in the case of book-entry Certificates, Certificate Owners) of the Controlling Class,
the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, as applicable (or in each case any designee(s) thereof),
or, if known to the Certificate Administrator, one of its affiliates or, if applicable, any successor Controlling Class Representative,
360 Rosemary Controlling Class Representative, 111 River Street Controlling Class Representative, Controlling Class Certificateholder(s),
360 Rosemary Controlling Class Certificateholder(s) or 111 River Street Controlling Class Certificateholder(s), and determine whether
any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class, 360 Rosemary Controlling Class or
111 River Street Controlling Class, as applicable, (in each case, in effect after such change in Controlling Class, 360 Rosemary Controlling
Class or 111 River Street Controlling Class) by Certificate Balance. If at any time the current Holder of the Controlling Class (or
its designee), the 360 Rosemary Controlling Class (or its designee) or the 111 River Street Controlling Class (or its designee) or, if
known to the Certificate Administrator, one of its respective Affiliates, or any successor Controlling Class Representative, 360
Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative or Controlling Class Certificateholder(s),
360 Rosemary Controlling Class Certificateholder(s) or 111 River Street Controlling Class Certificateholder(s) is no longer the Holder
(or Certificate Owner) of at least a majority of the applicable Controlling Class, 360 Rosemary Controlling Class or 111 River Street
Controlling Class, in each case  by Certificate Balance, and the Certificate Administrator has neither (i) received notice of
the then-current Controlling Class Certificateholders, 360 Rosemary Controlling Class Certificateholders or 111 River Street
Controlling Class Certificateholders, as applicable, of at least a majority of the Controlling Class, the 360 Rosemary Controlling Class
or the 111 River Street Controlling Class, in each case by Certificate Balance nor (ii) received notice of a replacement Controlling
Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative pursuant
to this Agreement, then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred with respect
to the related Serviced Loans or Serviced Loan Combination and shall be deemed to continue until such time as the Certificate Administrator
receives any such notice in clauses (i) or (ii).




    	 	-470-	 



    	 	 



    

Upon receipt of notice of
a change in Controlling Class Representative, 360 Rosemary Controlling Class Representative, 111 River Street Controlling Class Representative
or any Risk Retention Consultation Party, the Certificate Administrator shall promptly forward notice thereof to each other party to this
Agreement.


On the Closing Date, each
of the initial Controlling Class Representative, 360 Rosemary Controlling Class Representative and 111 River Street Controlling Class
Representative shall deliver (which delivery may be by electronic mail) a certification substantially in the form of Exhibit M-1H
to this Agreement to the Certificate Administrator (who shall promptly forward such certification to the Master Servicer, the Special
Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing Controlling Class Representative,
360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative, any successor Controlling Class Representative,
360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative shall also deliver a certification
substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward
such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being recognized as the
new Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative,
as applicable.


(e)              
Once a Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class
Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate
Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder (or Certificate Owner, if applicable)
and the Combined Uncertificated VRR Interest Owner shall be entitled to rely on such selection unless a majority of the Certificateholders
of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, as applicable, in each case by
Certificate Balance, or such Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street
Controlling Class Representative shall have notified the Certificate Administrator, the Master Servicer and each other Certificateholder
of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, as applicable, in writing, of
the resignation of such Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling
Class Representative or the selection of a new Controlling Class Representative, 360 Rosemary Controlling Class Representative or
111 River Street Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling
Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative, the Certificate
Administrator shall request the Certificateholders of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street
Controlling Class, as applicable,  to select a new Controlling Class Representative, 360 Rosemary Controlling Class Representative
or 111 River Street Controlling Class Representative, as applicable.


(f)               
If at any time a book-entry certificate belongs to the Controlling Class, the 360 Rosemary Controlling Class or the 111 River
Street Controlling Class, the Certificate Administrator shall notify the related Certificate Owner or Certificate Owners (through the




    	 	-471-	 



    	 	 



    

Depository, unless the Certificate Administrator
shall have been previously provided with the name and address of such Certificate Owner or Certificate Owners) of such event and shall
request that it be informed of any change in the identity of the related Certificate Owner from time to time.


(g)              
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of (i) the Certificateholders of the Controlling Class and the Controlling Class Representative, (ii) the Certificateholders
of the 360 Rosemary Controlling Class and the 360 Rosemary Controlling Class Representative and (iii) the Certificateholders of the 111
River Street Controlling Class and the 111 River Street Controlling Class Representative.


(h)              
Notwithstanding anything to the contrary contained herein, at any time when the Class H Certificates are the Controlling Class,
the Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling
Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any
of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered to the
Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or group of affiliated
Holders that makes such an election, the “Opting-Out Party”). Whenever such waiver by an Opting-Out Party is
in effect, (1) a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred and be continuing; and
(2) the rights of the holder of more than 50% of the Class H Certificates (by Certificate Balance), if the Class H Certificates are the
Controlling Class, to act as or appoint a Controlling Class Representative and the rights of a Controlling Class Representative
will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then
be in effect). Any such waiver shall remain effective with respect to such Holder and such Class until such time as either (x) the
Class H Certificates are no longer the Controlling Class or (y) the Opting-Out Party has (i) sold a majority of the Class H Certificates
(by Certificate Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master
Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect Voting Rights with respect
to the Class H Certificates that it transferred, (b) there is no voting agreement between the Opting-Out Party and the transferee
and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class H Certificates that it transferred (such
sale and certification, a “Class H Transfer”). Following any such Class H Transfer, and if the Class H Certificates
are still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by Certificate Balance) shall again
have the right to act as or appoint a Controlling Class Representative as set forth herein without regard to any prior waiver by
the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h)
to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject to any such limitations set forth
in this Agreement (including by reason of a Control Termination Event or a Consultation Termination Event otherwise existing), to exercise
any of the rights of the Controlling




    	 	-472-	 



    	 	 



    

Class Representative or to cause
the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder
described above in this paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced
Loan prior to the Class H Transfer and had not also become a Corrected Loan prior to such Class H Transfer until such Serviced Mortgage
Loan becomes a Corrected Loan.


(i)                
BMO and Sabal shall be the initial Risk Retention Consultation Parties and shall, in each case, remain so until a successor is
appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention Consultation Party,
any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The parties hereto
shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


(j)                
Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless BMO (in the case of the VRR1 Risk Retention Consultation Party) or Sabal (in the case of
the VRR2 Risk Retention Consultation Party), as applicable, or such Risk Retention Consultation Party itself shall have notified the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of Class VRR
Certificates, in writing, of the selection of a new Risk Retention Consultation Party (along with contact information for such new Risk
Retention Consultation Party).


(k)                 
In the event that no VRR1 Risk Retention Consultation Party or VRR2 Risk Retention Consultation Party, as applicable, has been
appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer,
as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified (along
with contact information) to the Master Servicer or the Special Servicer, as applicable, then until such time as the related new Risk
Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult
with, or provide notice to, any such Risk Retention Consultation Party as the case may be.


(l)                
The Combined Uncertificated VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and
agrees that: (i) each Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates or the Combined Uncertificated VRR Interest Owner; (ii) each Risk Retention Consultation Party
may act solely in the interests of the Holders of the Class VRR Certificates or the applicable Uncertificated VRR Interest Owner;
(iii) each Risk Retention Consultation Party does not have any liability or duties to the Holders of any other Class of Certificates;
(iv) each Risk Retention Consultation Party may take actions that favor interests of the Combined Uncertificated VRR Interest Owner or
the Holders of one or more Classes, including the Class VRR




    	 	-473-	 



    	 	 



    

Certificates, over the interests of the
Holders of one or more other Classes of Certificates or the Combined Uncertificated VRR Interest Owner; and (v) each Risk Retention Consultation
Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iv) above, and no
Certificateholder or Uncertificated VRR Interest Owner may take any action whatsoever against any Risk Retention Consultation Party or
any director, officer, employee, agent or principal of such Risk Retention Consultation Party for having so acted.


Article
VII



DEFAULT


Section 7.01          
Servicer Termination Events.


(a)              
“Servicer Termination Event,” wherever used herein, means any one of the following events:


(i)                  
(A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit or remittance
is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any failure
by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account or the Excess
Interest Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New
York City time) on the relevant Distribution Date; or


(ii)               
any failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account, as applicable,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business Day after the time
specified by, the terms of this Agreement; or


(iii)                
any failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than two (2)
Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party




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to this Agreement, by the Holders of Certificates
of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected thereby, by
a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day cure period is capable of being
cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended
an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure
within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


(iv)                
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders, any Uncertificated Interest Owner or any
Serviced Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice of such breach,
requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special
Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided
that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


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


(vi)               
the Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


(vii)             
the Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization




    	 	-475-	 



    	 	 



    

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


(ix)                                KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities,
or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch status”
in contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing
concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by KBRA (or, in the case of Serviced
Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event);


(x)                  
with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days,
as the case may be;


(xi)                 
(A) the Master Servicer or the Special Servicer, as applicable, has failed to maintain a rating by DBRS Morningstar equal to or
higher than “MOR CS3” as a master servicer or a special servicer, as applicable, and such rating is not reinstated within
60 days of such event (if the Master Servicer or the Special Servicer, as applicable, has or had a DBRS Morningstar rating on or after
the Closing Date) or (B) if the Master Servicer or the Special Servicer, as applicable, has not been rated by DBRS Morningstar on or after
the Closing Date, and DBRS Morningstar has qualified, downgraded or withdrawn the then-current rating or ratings of one or more Classes
of the 360 Rosemary Loan-Specific Certificates or placed one or more Classes of the 360 Rosemary Loan-Specific Certificates on “watch
status” in contemplation of a rating downgrade or withdrawal, publicly citing servicing concerns with the Master Servicer or the
Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or
“watch status” placement has not been withdrawn by DBRS Morningstar within 60 days of such event); or


(xii)                 
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master
Servicer or the Special




    	 	-476-	 



    	 	 



    

Servicer, as applicable, after the Closing
Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A) for so long as the Trust is subject to the reporting
requirements of Regulation AB or the Exchange Act, fail to deliver the items required to be delivered by this Agreement after any applicable
notice and cure period to enable the Certificate Administrator or Depositor to comply with the reporting obligations of the Trust under
the Exchange Act or (B) for so long as any Other Securitization Trust is subject to the reporting requirements of Regulation AB or the
Exchange Act, fail to deliver any Exchange Act reporting items required to be delivered by such servicer to the related Other Depositor
or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement, in the case of each of clauses (A) and
(B), within (a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure to comply
with Article X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article
X (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(xi) shall be terminated
at the direction of the Depositor).


If a Servicer Termination
Event with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then, and in each and every such case,
so long as such Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written
direction to the Trustee from (x) the Holders of at least 25% of the Voting Rights of all Certificates (or, if the Servicer Termination
Event is with respect to the Special Servicer and relates to specific Mortgage Loans and/or Trust Subordinate Companion Loans, of all
Certificates evidencing interests in such affected Mortgage Loans and/or Trust Subordinate Companion Loans) or (y) an affected Serviced
Companion Loan Holder (but, subject to the next sentence, solely in the case of the related Serviced Loan Combination and a Servicer Termination
Event with respect to the Special Servicer), then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable.
Notwithstanding anything to the contrary, it shall not be a Servicer Termination Event with respect to the pool of Trust Loans under clauses (i),
(ii), (iii), (iv), (viii), (ix), (x) or (xi) above if the failure, default or event only has an adverse effect on a Serviced Companion
Loan, a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event
with respect to the related Serviced Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any
such failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with respect
to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default
or event on the part of the Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect
to, the related Serviced Loan Combination.


In the event that the Master
Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master Servicer
shall also be terminated as Special Servicer.


(b)              
If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix), Section 7.01(a)(x) or Section 7.01(a)(xi) and
if the Master Servicer to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request
for proposal”




    	 	-477-	 



    	 	 



    

materials within five (5) Business
Days following such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor
Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal”
materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer
pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan
Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance
with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified
Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that
the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage
Loans and Serviced Loan Combinations under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as
a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within
45 days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash
bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however,
that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such
Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time
period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement as successor
Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer.


Upon the assignment and acceptance
of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,
the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this
Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred
in connection with obtaining such bid and transferring servicing).


The Master Servicer to be
terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses
incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations, which expenses
are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was
identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall
reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such
bid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or
may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.




    	 	-478-	 



    	 	 



    

(c)              
In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combinations and
the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder and any
rights or obligations that accrued prior to the date of such termination or that survive such termination (including the right to receive
all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent
such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right
to the benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after
the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect
to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that
it is a Certificateholder) or the Mortgage Loans and Serviced Loan Combinations or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Loan Combinations and related documents, or
otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01,
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with
all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b)
of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02
of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder,
and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer of its
responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or successor Special
Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer or the Special Servicer to the Collection Account, any Loan Combination Custodial Account, any REO Account or
Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and Serviced Loan Combinations, and shall promptly
provide the Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee), as applicable, all documents
and records reasonably requested by it, such documents and records to be provided in such form as the Trustee or such successor Master
Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume the Master Servicer’s
or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator
or the successor




    	 	-479-	 



    	 	 



    

Master Servicer or successor Special
Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor
Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground
lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor Special Servicer
pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon
presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case
may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special Servicer for such
expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided
that the Terminated Party shall not thereby be relieved of its liability for such expenses.


(d)              
Notwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part
of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related
Serviced Companion Loan Securities (including the Loan-Specific Certificates) and the Master Servicer is not otherwise terminated in accordance
with Section 7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced
Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities
(including the Loan-Specific Certificates), the Master Servicer may not be terminated in accordance with Section 7.01(c),
but, at the written direction of the related Serviced Companion Loan Holder, the Master Servicer shall appoint, within 30 days of
such direction, a sub-servicer (or, if the related Serviced Loan Combination is currently being sub-serviced, to replace, within
30 days of such direction, the then current sub-servicer with a new sub-servicer). In connection with the Master Servicer’s
appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d),
the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall provide
that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this
Section 7.01(d) shall be responsible for all duties of the Master Servicer under this Agreement with respect to the related
Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the Mortgage
Loan and any Trust Subordinate Companion Loan that is part of the related Serviced Loan Combination equal to any related Excess Servicing
Fee with respect to such Trust Loan(s) (and any related REO Trust Loan(s)). Such sub-servicing agreement (a) may be terminated without
cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under
a separate servicing agreement for the applicable Serviced Loan Combination in the event that such Serviced Loan Combination is no longer
to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction




    	 	-480-	 



    	 	 



    

of a Serviced Companion Loan Holder in
accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required to promptly
appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder
and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d), the terminated
Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be
responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


(e)              
If the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,
for the purposes of this clause (e), shall include any publications by S&P, Fitch, KBRA or DBRS Morningstar of which the Trustee,
the Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from S&P,
Fitch, KBRA or DBRS Morningstar that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved
special servicer, as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the
related Serviced Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


Section 7.02          
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a notice
of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,
be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions set
forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability
and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions
hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations
with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing,
such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,
information or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor
Special Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under this
Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor Master Servicer
or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen
prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities
or warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of
the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the
Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan
or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer
shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans
and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer
would have been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances
made by the Master Servicer and the Trustee




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shall at any time be outstanding, or any amounts
of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely
to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid
in full. Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall,
if it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the Voting Rights so request in writing to the
Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating Agency
Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer, as applicable,
or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or
Special Servicer hereunder; provided that, the applicable Directing Holder shall have the right to approve any successor Special
Servicer with respect to any Serviced Loan or Serviced Loan Combination. No appointment of a successor to the Master Servicer or Special
Servicer hereunder shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s
responsibilities, duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor
and, if applicable, each related Other Depositor shall have received the written notice and information with respect to such successor
Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special
Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting,
the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless
the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment
and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage
Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated
Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further
that, the Trustee shall consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor to the
Terminated Party with respect to any Serviced Loan or Serviced Loan Combination at a servicing compensation in excess of that permitted
the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.


If the Trustee or an Affiliate
acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee Rate
to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the
market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer other than itself or
an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this
Section 7.02.


 



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Section 7.03          
Notification to Certificateholders.


(a)                
Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Combined Uncertificated VRR Interest Owner, to the Serviced Companion Loan Holders, and electronically,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to
the Rule 17g-5 Information Provider.


(b)              
Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of
Certificates, the Combined Uncertificated VRR Interest Owner and any affected Serviced Companion Loan Holder (to the extent the Certificate
Administrator has received the notice information for such Serviced Companion Loan Holder after a request therefor) and electronically,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to
the Rule 17g-5 Information Provider notice of such Servicer Termination Event or Operating Advisor Termination Event, unless
such Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.


Section 7.04            
Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right,
in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce
its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative
and other proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and
costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer
or Special Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation
of reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A
of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such liability
for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay
or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination
Event of the Master Servicer or the Special Servicer.


Section 7.05          
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the Voting Rights of all Certificates (or, if the Servicer Termination Event is with respect to
the Special Servicer and relates to specific Mortgage Loans and/or Trust Subordinate Companion




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Loans, of all Certificates evidencing interests
in such affected Mortgage Loans and/or Trust Subordinate Companion Loans) (and, if such Servicer Termination Event is on the part of a
Special Servicer only with respect to a Serviced Loan Combination with a Companion Loan held outside the Issuing Entity, by each affected
Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the
Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of
its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account
or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination
Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in
connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such
demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding
the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of
this Agreement may be waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event
under Section 7.01(a)(xi) of this Agreement may be waived only with the consent of the Depositor, together with (in the case
of each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that is affected by
such Servicer Termination Event.


The foregoing paragraph notwithstanding,
if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates
desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced Loan Combination
(if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders may still waive
that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to require that the Master Servicer
appoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer (or, if the applicable
Serviced Loan Combination is currently being subserviced, to replace, within 60 days of the applicable Serviced Companion Loan Holder’s
request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced Loan Combination. In connection
with the Master Servicer’s appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with
this Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of
the Serviced Companion Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master
Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for
all duties of the Master Servicer under this Agreement with respect to the applicable Serviced Loan Combination, except that the Master
Servicer shall be entitled to retain a portion of the Servicing Fee for the related Trust Loan(s) equal to any related Excess Servicing
Fee. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any fee and (b) shall




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also provide that such sub-servicer shall
become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced
Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and
administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall
be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be
terminated without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this
Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with
this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute
sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable resigning or terminated
sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer
fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor
Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer
that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for
all costs incurred in connection with such termination, including the payment of any termination fee.


Section 7.06          
Termination of the Operating Advisor.


(a)              
An “Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:


(i)                
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the Operating
Advisor and the Trustee by the Holders of Certificates having greater than 25% of the Voting Rights of all then outstanding Certificates;
provided, however, that with respect to any such failure which is not curable within such 30-day period, the Operating
Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such failure
with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to pursue, such cure;


(ii)             
any failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure is
given to the Operating Advisor by any party to this Agreement;




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(iii)               
 any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period
of 30 days;


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


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


(vi)             
the Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


Upon receipt by the Certificate
Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly provide
written notice to all Certificateholders and the Combined Uncertificated VRR Interest Owner by posting such notice on its internet website,
unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur
then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied, then either (i)
the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights
of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor
under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts
accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but
not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the Depositor
becomes aware.


(b)              
Upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible
Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written
notice of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting such notice on its internet website,
and (ii) mailing




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such notice to all Certificateholders
at their addresses appearing in the Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Certificates
evidencing more than 50% of the Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right
to vote (provided that Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates
exercise their right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on
which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights and obligations
of the Operating Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing
sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the
Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged
breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access
notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator
shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.


(c)              
On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all
documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes
of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor
resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section 6.04(d)
where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of termination to the
Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor. The Trustee shall provide
written notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Depositor, the Risk Retention Consultation Parties, any related Outside Controlling Note Holder and,
if a Consultation Termination Event does not exist, the Controlling Class Representative within one Business Day of such appointment,
and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder and the Combined Uncertificated
VRR Interest Owner within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder
of any Class of Certificates or the Combined Uncertificated VRR Interest Owner.




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The Operating Advisor shall
not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such
entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor shall
immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor Operating
Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate of the
Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination
of the Operating Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement Operating Advisor is
appointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation with respect to the
Operating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.


(d)              
Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders and the Combined Uncertificated VRR Interest Owner),
the Depositor, each Directing Holder, each Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated,
all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the
date of such resignation or termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than any rights to indemnification arising out of events occurring prior to such resignation or termination.


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


Section 8.01          
Duties of the Trustee and the Certificate Administrator.


(a)              
The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During
the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject
to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform at all times
such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator
shall be construed as a duty.




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(b)              
 Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them
to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided,
however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good
faith. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee
or the Certificate Administrator, as applicable, shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s
or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator
requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide
notice thereof to the Certificateholders and the Combined Uncertificated VRR Interest Owner.


(c)              
Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that,
subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its
own willful misconduct or its own bad faith; and provided, further, that:


(i)                
Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of
the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor
the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth
in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator
and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator,
as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any
resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as applicable, that conform on their face to the requirements of this Agreement without responsibility for investigating
the contents thereof;




    	 	-489-	 



    	 	 



    

(ii)             
    Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable,
was negligent in ascertaining the pertinent facts;


(iii)                
Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
as applicable, under this Agreement;


(iv)            
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control
persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or
the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or
omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing
Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions
taken pursuant to this Agreement;


(v)              
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust
Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee
or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such
legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the
Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate
Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the
Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however,
that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder
which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder;




    	 	-490-	 



    	 	 



    

(vi)              
 Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of
any Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such
act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Certificate Owner, the Combined Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced
Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and


(vii)         
   Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or
fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


None of the provisions contained
in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,
as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator, as applicable, the
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. None of the provisions contained
in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations
of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the
Special Servicer, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the
Master Servicer or the Special Servicer in accordance with the terms of this Agreement. None of the provisions contained in this Agreement
shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations
of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement.
Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its
performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any
loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its
discretion).


(d)              
The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event or Consultation Termination Event occurred during the previous calendar
year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party
within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the
Certificate Administrator’s Website within ten (10) days of its determination




    	 	-491-	 



    	 	 



    

(or its receipt of notice) of the commencement
or cessation of any Control Termination Event or Consultation Termination Event.


Section 8.02          
Certain Matters Affecting the Trustee and the Certificate Administrator.


(a)              
Except as otherwise provided in Section 8.01 of this Agreement:


(i)                
Each of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall have any
responsibility to ascertain or confirm the genuineness of any such party or parties;


(ii)                
Each of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such written advice of such counsel or Opinion of Counsel;


(iii)                
(A)Neither the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities
which may be incurred therein or thereby; and


(B)             
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than its negligence
or willful misconduct in the performance of any such act;


provided that subject to the foregoing
clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination
Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the
rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs;


(iv)            
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents
or “control” persons within the meaning of the Act shall be personally liable for any action taken,




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suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement;


(v)             
Neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage as is
specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as applicable, not reasonably
assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity against such expense or liability as a condition
to taking any such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and
be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively and if such investigation results
from such Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


(vi)            
Each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, Affiliates or attorneys but shall not be relieved of its obligations hereunder;


(vii)               
For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only
when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual
knowledge of such event;


(viii)              
Except as otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association, acting in
a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National Association,
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Computershare Trust Company, National Association,
or where the groups or divisions responsible for performing




    	 	-493-	 



    	 	 



    

the obligations in such capacities have
one or more of the same Responsible Officers; and


(ix)               
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


(b)              
Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject a Trust REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


(c)              
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit
of all the Holders of such Certificates, subject to the provisions of this Agreement.


Neither the Trustee nor the
Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring
the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of
this Agreement.


(d)              
Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from
acts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


(e)              
Each of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar
shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded
to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein mutatis
mutandis.


(f)               
Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the
Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential,
proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted
e-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve an




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encrypted message will be included in
the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


(g)              
No provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations
under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering
such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).


(h)              
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326 of
the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto agrees
to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator, as applicable, to
comply with Applicable Law.


Section 8.03          
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Trust Loans. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates) shall
not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor assume no
responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of the Certificates or any prospectus
used to offer the Certificates for sale or the validity, enforceability or sufficiency of any Trust Loan or related document. Neither
the Trustee nor the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage, any Trust Loan, or the perfection and priority of any Mortgage or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be
distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator
shall be liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other
insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence
of any Trust Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the validity of the assignment of any Trust Loan to the Trust Fund or of any intervening
assignment; the completeness of any Mortgage




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File (except for its review thereof pursuant
to Section 2.02); the performance or enforcement of any Trust Loan (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master
Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with
any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation
prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment
of moneys by or at the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties
of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity
as Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property that
it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer or the
Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor;
any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is
taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer
to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission
of the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties
of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity
as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement;
provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of
its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator
shall be accountable for the use or application by the Depositor of any of the Certificates or the Combined Uncertificated VRR Interest
issued to it or of the proceeds of the sale of such Certificates or the Combined Uncertificated VRR Interest, or for the use or application
of any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the Trust Loans or deposited in or withdrawn
from the Collection Account, the Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account or any other account maintained by or on behalf of the
Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither
the Trustee nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless
in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any
calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated period at a stated rate
“to the extent permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that
such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge,
or receives an




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Opinion of Counsel (at the expense of the Person
asserting the impermissibility) to the effect that such payment is not permitted by applicable law.


Section 8.04          
Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent
of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner or pledgee
of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights it would have if
it were not Trustee, the Certificate Administrator or such agent, as the case may be.


Section 8.05            
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


(a)              
As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of
its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay
the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator Fee shall
be paid monthly on a Trust Loan-by- Trust Loan basis. The Trustee/Certificate Administrator Fee (which in each case shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s
and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in the execution of the
trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect to any Companion Loan (other than a Trust
Subordinate Companion Loan). Any Trustee/Certificate Administrator Fee payable with respect to the Mortgage Loans shall be payable solely
from collections with respect to the Mortgage Loans, and any Trustee/Certificate Administrator Fee with respect to a Trust Subordinate
Companion Loan shall be payable solely from collections with respect to the applicable Trust Subordinate Companion Loan. In the event
that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise
arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation
to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled.


(b)              
Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate
Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are “unanticipated
expenses” as described in clause (d) below, except any such expense, disbursement or advance as may arise from its negligence,
bad




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faith or willful misconduct; provided,
however, that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the
Certificate Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


The Master Servicer and the
Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made
by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all
other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith of the Trustee.


(c)              
Each of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the
Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian and their
respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee,
the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified
Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in
connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified
Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third
party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud and/or negligence
in the performance of each of its respective obligations or duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the
Certificate Administrator shall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors,
officers, employees and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer
Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified
Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred
by the Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified
Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the
Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith,
fraud and/or negligence in the performance of each of its respective




    	 	-498-	 



    	 	 



    

duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee, director or officer
of the Depositor or any Sponsor, and the Trust Fund (each an “Other Indemnified Party”) for, and hold each of them
harmless against, any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses
incurred by the Other Indemnified Party in any action or proceeding between the Authenticating Agent, the Paying Agent, the Certificate
Registrar, the Custodian, the Certificate Administrator or the Trustee, as applicable, and the Other Indemnified Party or between the
Other Indemnified Party and any third party or otherwise) incurred by such parties (i) as a result of any willful misconduct, bad
faith, fraud or negligence in the performance of the obligations or duties of the Authenticating Agent, the Paying Agent, the Certificate
Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason of negligent disregard of the
Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s
or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating
Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of
any of its representations or warranties contained herein, or (iii) as a result of or relating to a violation of the Exchange Act or Regulation
RR if such violation, in whole or in part, results from or arises out of a breach by the Authenticating Agent, the Paying Agent, the Certificate
Registrar or the Certificate Administrator, as the case may be, of any of its obligations under Section 5.02(f) and Section 5.03(i)
of this Agreement.


(d)              
The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses
that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust
Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Certificates or the Combined Uncertificated VRR Interest, in each case to the extent and only to the extent, such payments are expressly
reimbursable under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence,
fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except
to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled
to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees, expenses
and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator
appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date,
and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except
in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under
any Trust Loan and (ii) any litigation arising out of this Agreement, including, without limitation, under Section 2.03,
Section 3.10, the third




    	 	-499-	 



    	 	 



    

paragraph of Section 3.11,
Section 4.05 and Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this
Section 8.05(d) shall be senior to the rights of all Certificateholders and all Uncertificated VRR Interest Owner.


(e)              
Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this
Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior
to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal
or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or
the Custodian.


(f)               
This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


Section 8.06          
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the United States
of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having
a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by federal or state authority, and
the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter and, during any period when
the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02, the Master Servicer). The Trustee is required
to maintain (A) a rating on its unsecured long term-debt of at least “BBB” by S&P, (B) a rating on its unsecured
long term-debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (C) a
rating on its unsecured long-term debt of at least “BBB-” by KBRA (or, if not rated by KBRA, then at least an equivalent rating
by two other NRSROs which may include S&P and Fitch) and (D) a rating on its unsecured long-term debt of at least “A”
by DBRS Morningstar (or, if not rated by DBRS Morningstar, then at least an equivalent rating by any two other NRSROs) or, in the case
of any Rating Agency’s rating requirement set forth in this sentence, such other rating with respect to which the applicable Rating
Agency has provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements for a trustee contemplated
by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Certificate Administrator is required to maintain a rating on its
unsecured long-term debt of at least “BBB” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating
by any two other NRSROs), except that Computershare Trust Company, National Association, acting in the capacity of Certificate Administrator,
will be deemed to have satisfied the requirement set forth in this sentence for so long as it has a long term credit rating of at least
BBB by at least one NRSRO (or such other rating with respect to which DBRS Morningstar has provided a Rating Agency Confirmation). If
a corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the
place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or




    	 	-500-	 



    	 	 



    

local jurisdiction that imposes a tax on the
Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee
or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified
in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or
(iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee
or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate
Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.


Section 8.07          
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders,
the Combined Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such
notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable,
with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator,
as applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator,
as applicable, shall have been so appointed and have accepted appointment within 90 days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund. Except as
set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable
out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including,
but not limited to, the costs of assigning Trust Loans by reason of change in Trustee).


If at any time either the
Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail
to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions
of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any
time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable,
and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which shall be delivered
to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate Administrator,
as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights allocated to all of the Certificates may at
any time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument or




    	 	-501-	 



    	 	 



    

instruments, in five originals, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor,
one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator),
one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or
Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator, as applicable,
so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders.


In the event that the Trustee
or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations
under this Agreement and in and to the Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including
Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such
termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate
Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable out-of-pocket
costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided that
if the Trustee or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing
more than 50% of the Voting Rights allocated to all of the Certificates as provided in the immediately preceding paragraph, then such
Holders will be required to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable,
necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession)
of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant
to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor
Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing by or on behalf
of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of
Section 10.07.


Upon the resignation or upon
the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed
to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1, and the Uncertificated Interest Owners or in blank, and (B) in the case of the other Loan Documents,
are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor,
and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing
that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall
provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies
are not already in the Master Servicer’s possession. If the Trustee is removed




    	 	-502-	 



    	 	 



    

without cause, the Loan Documents identified
in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master
Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the
consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence
and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).


Section 8.08          
Successor Trustee or Successor Certificate Administrator.


(a)              
Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator,
as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations
of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein,
provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor
Trustee or Certificate Administrator. In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate
Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related
documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,
as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment
as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,
as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations
Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall
mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register, to the Combined Uncertificated VRR Interest Owner and to the Companion Loan Holders.
If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate
Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense
of the Depositor.


(b)              
Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.



    	 	-503-	 



    	 	 



    




Section 8.09          
Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate
Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated,
or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,
shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as applicable,
shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity shall be eligible
under the provisions of Section 8.06 without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.


Section 8.10          
Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any property securing
the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s)
arises from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other development
or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change
in applicable law or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint
such co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense shall be
split evenly between the Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s)
arises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust
Fund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such appointment within
15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee
or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder
and no notice to Holders of Certificates or the Combined Uncertificated VRR Interest Owner of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.


In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the
Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and obligations




    	 	-504-	 



    	 	 



    

(including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee
solely at the direction of the Trustee.


The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee
or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee
or co-trustee.


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
In no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability
of, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed
on the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability
than that provided to the Trustee hereunder.


Any separate trustee or co-trustee
may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.


Section 8.11          
Access to Certain Information.


(a)              
The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Trust Loans or the
other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only
upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or
the Custodian, as applicable.


(b)              
The Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written
request and during normal business hours, shall make available or cause to be made available) for review by any Privileged Person originals
and/or copies of the following




    	 	-505-	 



    	 	 



    

items (to the extent such items were
prepared by or delivered to the Certificate Administrator (or a Custodian appointed by it)):


(i)                
the Prospectus;


(ii)             
   this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


(iii)           
   all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


(iv)            
all Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


(v)              
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10
of this Agreement;


(vi)               
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special
Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


(vii)             
the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


(viii)            
any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;


(ix)              
the Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special
Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24 of this
Agreement;


(x)                
the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the
other information specified in Section 4.02(b) of this Agreement;




    	 	-506-	 



    	 	 



    

(xi)              
 any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xii)             
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


(xiii)                
all Special Notices;


(xiv)        
   any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


(xv)             
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


provided that any such Privileged Person
that is a Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator an appropriate Investor Certification;
and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information
with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party.


Subject to the two (2) provisos
to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing
items upon reasonable written request of any of the parties set forth in the previous sentence.


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


Section 9.01            
Termination; Optional Trust Loan Purchase.


(a)              
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the
Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and
to send certain notices to Certificateholders and the Uncertificated Interest Owners as hereinafter set forth and to make any required
remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust




    	 	-507-	 



    	 	 



    

Fund pursuant to subsection (c),
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into
the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


(b)              
In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall
be terminated and the assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC shall be sold or otherwise
disposed of in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing
for the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that
the assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC shall be sold for cash and that each such
Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of
complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall
constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the
Certificate Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs,
or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and for the
Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust REMICs and the
Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


(c)              
The Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination Date,
by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any such Trust Loan that is part of a Serviced
Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included




    	 	-508-	 



    	 	 



    

in the Trust Fund, at a purchase price,
payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,
minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and
payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase).


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and
each Certifying Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R
Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder
and the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination
Date. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of
the Trust Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising
its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to this subsection (c).


(d)              
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably
anticipates, based on information with respect to the Trust Loans previously provided to it, that the final distribution will be made
(i) to the Holders of outstanding Regular Certificates and the Uncertificated Interest Owners, and to the Certificate Administrator
in respect of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests, notwithstanding
that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Balance, Uncertificated
Interest Balance, Lower-Tier Principal Balance, 360 Rosemary Principal Balance or 111 River Street Principal Balance, as applicable,
of each such Class of Certificates, Uncertificated Interests, and each such Lower-Tier Regular Interests, 360 Rosemary Regular
Interests and 111 River Street Regular Interests, together with amounts required to be distributed on such Distribution Date pursuant
to Section 4.01 of this Agreement (or, if the Regular Certificates and the Uncertificated Interests are no longer outstanding,
to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates and the Uncertificated VRR
Interest Owner, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable,
in any case, following the later to occur of (a) the receipt or collection of the last payment due on any Trust Loan




    	 	-509-	 



    	 	 



    

included in the Trust Fund or (b) the
liquidation or disposition pursuant to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


(e)              
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to affected Certificateholders and the Uncertificated Interest Owners at their addresses shown in the Certificate Register (with a copy
to the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate
Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days,
and not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders and the Uncertificated Interest Owners shall:


(i)                
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of
the Classes specified therein and the Uncertificated Interest Owners;


(ii)                  
specify the amount of any such final distribution, if known; and


(iii)                
state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the
office of the Paying Agent therein specified and to any Uncertificated Interest Owner only upon delivery of a written instrument surrendering
the related Uncertificated Interest and acknowledging that such distribution is the final distribution.


If the Trust Fund is not
terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each
affected Certificateholder and each affected Uncertificated Interest Owner.


(f)               
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
or the failure of any Uncertificated Interest Owners to surrender their Uncertificated Interests shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders or the non-surrendering Uncertificated Interest Owners, whereupon
the Trust Fund shall terminate. If any Certificates or Uncertificated Interests as to which notice of the Termination Date has been given
pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders or Uncertificated Interest Owners,
as applicable, at their last addresses shown in the Certificate Register, to surrender their Certificates or Uncertificated Interests,
as applicable, for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate or Uncertificated Interest shall not have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders or Uncertificated
Interest Owners, as applicable, concerning surrender of their Certificates or Uncertificated Interests, as applicable. The costs and expenses
of maintaining such funds and of




    	 	-510-	 



    	 	 



    

contacting Certificateholders or Uncertificated
Interest Owners shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds,
if within two years after the second notice any Certificates or Uncertificated Interest shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof or the Uncertificated
Interest Owners, as applicable. No interest shall accrue or be payable to any Certificateholder or Uncertificated Interest Owner on any
amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) or such Uncertificated Interest Owner’s
failure to surrender its Uncertificated Interest, as applicable, for final payment thereof in accordance with this Section 9.01.


(g)              
For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust
Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate
Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates
representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


(h)              
(i) Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D
Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are reduced to zero, the
Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the Class S and Class R
Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO Property (and including the Trust Fund’s
interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Loan Combinations) remaining
in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties
hereto no later than 60 days prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall
pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance
of the then-outstanding Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii) 360.
In the event that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class S and Class R
Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO Property (and including the Trust Fund’s
interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Loan Combinations) remaining
in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date, shall
deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the
liquidation of the Trust Fund that may be withdrawn from the Collection Account or a Distribution Account, but only to the extent that
such amounts are not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following
the surrender of all remaining Certificates (other than the Class S and Class R Certificates) and the Uncertificated Interests
by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request




    	 	-511-	 



    	 	 



    

for Release from the Master Servicer,
release or cause to be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files for the remaining Trust
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Remaining Certificateholder as shall
be necessary to effectuate transfer of the Trust Loans and REO Properties (and including the Trust Fund’s interest in any REO Property
acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Loan Combinations) remaining in the Trust Fund, and the
Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee (other than the making of certain payments to Certificateholders, the Uncertificated Interest Owners and
Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and the preparation and filing of final
tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select
servicing functions with respect to) the Trust Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed
to have purchased the assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC for an amount equal to
the remaining Certificate Balance of its remaining Certificates (other than the Class S and Class R Certificates) and the aggregate
remaining Uncertificated Interest Balances of the Uncertificated Interests, plus accrued and unpaid interest with respect thereto, and
the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier Regular Interests,
the 360 Rosemary Regular Interests, the 111 River Street Regular Interests and such Certificates and the Uncertificated Interests. The
remaining Trust Loans and REO Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder
in liquidation of the Trust Fund pursuant to this Section 9.01.


(ii)                  
Following the date on which (A) the aggregate of the Certificate Balances of the Class 360A, Class 360X, Class 360B,
Class 360C, Class 360 D and Class 360E Certificates has been reduced to zero and (B) there is only one Holder (or multiple Holders
acting unanimously) of the 360 Rosemary Street Loan-Specific Certificates (the “360 Rosemary Remaining Certificateholder”),
the 360 Rosemary Remaining Certificateholder shall have the right to exchange all of its 360 Rosemary Loan-Specific Certificates for the
360 Rosemary Trust Subordinate Companion Loan by giving written notice to all the parties hereto no later than 60 days prior to the
anticipated date of exchange; provided that such 360 Rosemary Remaining Certificateholder shall pay the Master Servicer an amount equal
to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then outstanding 360 Rosemary Loan-Specific
Principal Balance Certificates with a principal balance as of the day of the exchange and (C) three, divided by (ii) 360. In the
event that the 360 Rosemary Remaining Certificateholder elects to exchange all of the 360 Rosemary Loan-Specific Certificates for
the 360 Rosemary Trust Subordinate Companion Loan remaining in the Trust Fund in accordance with the preceding sentence, such 360 Rosemary
Remaining Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts allocable to the 360 Rosemary Trust Subordinate Companion Loan or the 360 Rosemary Loan-Specific




    	 	-512-	 



    	 	 



    

Certificates due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the
date of the liquidation of the 360 Rosemary REMIC that may be withdrawn from the Collection Account, but only to the extent that such
amounts are not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following
the surrender of all remaining 360 Rosemary Loan-Specific Certificates by the 360 Rosemary Remaining Certificateholder on the designated
date for the exchange, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released
to the 360 Rosemary Remaining Certificateholder or any designee thereof, the Mortgage Note (and, if the rest of the 360 Rosemary Loan
Combination has been paid off, the entire related Mortgage File) for the 360 Rosemary Trust Subordinate Companion Loan and shall execute
all assignments, endorsements and other instruments furnished to it by the 360 Rosemary Remaining Certificateholder as shall be necessary
to effectuate transfer of the 360 Rosemary Trust Subordinate Companion Loan, and the 360 Rosemary REMIC shall be liquidated in accordance
with this Section 9.01. Thereafter, the respective obligations and responsibilities under this Agreement of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making
of certain payments to 360 Rosemary Loan-Specific Certificateholders, sending of certain notices, the maintenance of books and records
and the preparation and filing of final tax returns) with respect to the 360 Rosemary Loan-Specific Certificates, shall terminate.
For federal income tax purposes, the 360 Rosemary Remaining Certificateholder shall be deemed to have purchased the assets of the 360
Rosemary REMIC for an amount equal to the remaining Certificate Balance of its remaining 360 Rosemary Loan-Specific Certificates,
plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed
in respect of the 360 Rosemary Regular Interests and such 360 Rosemary Loan-Specific Certificates. The 360 Rosemary Trust Subordinate
Companion Loan and any other assets of the 360 Rosemary REMIC are deemed distributed to the 360 Rosemary Remaining Certificateholder in
liquidation of the 360 Rosemary REMIC pursuant to this Section 9.01.


(iii)                 
Following the date on which (A) the aggregate of the Certificate Balances of the Class 111A, Class 111B and Class 111C
Certificates has been reduced to zero and (B) there is only one Holder (or multiple Holders acting unanimously) of the 111 River Street
Loan-Specific Certificates and the Uncertificated 111RR Interest (the “111 River Street Remaining Certificateholder”),
the 111 River Street Remaining Certificateholder shall have the right to exchange all of its 111 River Street Loan-Specific Certificates
and the Uncertificated 111RR Interest for the 111 River Street Trust Subordinate Companion Loan by giving written notice to all the parties
hereto no later than 60 days prior to the anticipated date of exchange; provided that such 111 River Street Remaining Certificateholder
shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of
the then outstanding 111 River Street Loan-Specific Certificates with a principal




    	 	-513-	 



    	 	 



    

balance as of the day of the exchange and
(C) three, divided by (ii) 360. In the event that the 111 River Street Remaining Certificateholder elects to exchange all of the
111 River Street Loan-Specific Certificates and the Uncertificated 111RR Interest for the 111 River Street Trust Subordinate Companion
Loan remaining in the Trust Fund in accordance with the preceding sentence, such 111 River Street Remaining Certificateholder, not later
than the Termination Date, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts allocable
to the 111 River Street Trust Subordinate Companion Loan or the 111 River Street Loan-Specific Certificates and the Uncertificated
111RR Interest due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee hereunder through the date of the liquidation of the 111 River Street REMIC that may be withdrawn from the Collection
Account, but only to the extent that such amounts are not already on deposit in the Collection Account. Upon confirmation that such final
deposits have been made and following the surrender of all remaining 111 River Street Loan-Specific Certificates and the Uncertificated
111RR Interest by the 111 River Street Remaining Certificateholder on the designated date for the exchange, the Custodian shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to be released to the 111 River Street Remaining Certificateholder
or any designee thereof, the Mortgage Note (and, if the rest of the 111 River Street Loan Combination has been paid off, the entire related
Mortgage File) for the 111 River Street Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments
furnished to it by the 111 River Street Remaining Certificateholder as shall be necessary to effectuate transfer of the 111 River Street
Trust Subordinate Companion Loan, and the 111 River Street REMIC shall be liquidated in accordance with this Section 9.01.
Thereafter, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments to 111 River Street Loan-Specific
Certificateholders, sending of certain notices, the maintenance of books and records and the preparation and filing of final tax returns)
with respect to the 111 River Street Loan-Specific Certificates, shall terminate. For federal income tax purposes, the 111 River Street
Remaining Certificateholder shall be deemed to have purchased the assets of the 111 River Street REMIC for an amount equal to the remaining
Certificate Balance of its remaining 111 River Street Loan-Specific Certificates and the remaining Uncertificated Interest Balance
of the Uncertificated 111RR Interest, plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit
such amounts against amounts distributed in respect of the 111 River Street Regular Interests, the Uncertificated 111RR Interest and such
111 River Street Loan-Specific Certificates. The 111 River Street Trust Subordinate Companion Loan and any other assets of the 111
River Street REMIC are deemed distributed to the 111 River Street Remaining Certificateholder in liquidation of the 111 River Street REMIC
pursuant to this Section 9.01.


 




    	 	-514-	 



    	 	 



    

(iv)            
(A) A Holder of the 360 Rosemary Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding
360 Rosemary Controlling Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special
Servicer do, the Master Servicer, may also) effect an early termination of the 360 Rosemary REMIC, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution Date
on which the aggregate Stated Principal Balance of the 360 Rosemary Trust Subordinate Companion Loan is less than 1% of the Stated Principal
Balance of the 360 Rosemary Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing on the designated date the 360
Rosemary Trust Subordinate Companion Loan and the other assets of the 360 Rosemary REMIC at a purchase price, payable in cash, equal
to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out of pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of the 360 Rosemary Trust Subordinate Companion Loan), the Special Servicer (unless the Special
Servicer is the purchaser of the 360 Rosemary Trust Subordinate Companion Loan), the Trustee and the Certificate Administrator, as applicable,
with respect to such purchase, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed related Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and
any unpaid related Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding with respect to the 360 Rosemary Trust
Subordinate Companion Loan (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


(B)             
A Holder of 111 River Street Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding 111
River Street Controlling Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special
Servicer do, the Master Servicer, may also) effect an early termination of the 111 River Street REMIC, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution Date
on which the aggregate Stated Principal Balance of the 111 River Street Trust Subordinate Companion Loan is less than 1% of the Stated
Principal Balance of the 111 River Street Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing on the designated
date the 111 River Street Trust Subordinate Companion Loan and the other assets of the 111 River Street REMIC at a purchase price, payable
in cash, equal to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out of pocket expenses of the Master Servicer
(unless the Master Servicer is the purchaser of the 111 River Street Trust Subordinate Companion Loan), the Special Servicer (unless the
Special Servicer is the purchaser of the 111 River Street Trust Subordinate Companion Loan), the Trustee and the Certificate Administrator,
as applicable, with respect to such purchase, minus (ii) solely in the case where the Master Servicer or the




    	 	-515-	 



    	 	 



    

Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed related Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any
unpaid related Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding with respect to the 111 River Street Trust
Subordinate Companion Loan (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase).


(C)             
In connection with a termination contemplated by Section 9.01(h)(iv)(A) of this Agreement, the 360 Rosemary REMIC shall
be terminated and the assets of the 360 Rosemary REMIC shall be sold or otherwise disposed of in connection therewith pursuant to a “plan
of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions
hereof pursuant to which the applicable notice of termination is given and requiring that the assets of the 360 Rosemary REMIC shall be
sold for cash and that the 360 Rosemary REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date
of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iv)(C), the notice given pursuant to Section
9.01(h)(iv)(A) shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall
be specified by the Certificate Administrator in the final federal income tax return of the 360 Rosemary REMIC. Notwithstanding the termination
of the 360 Rosemary REMIC, the Certificate Administrator shall be responsible for filing the final Tax Returns for the 360 Rosemary REMIC
for the period ending with such termination, and shall maintain books and records with respect to the 360 Rosemary REMIC for the period
for which it maintains its own tax returns or other reasonable period.


(D)            
In connection with a termination contemplated by Section 9.01(h)(iv)(B) of this Agreement, the 111 River Street REMIC
shall be terminated and the assets of the 111 River Street REMIC shall be sold or otherwise disposed of in connection therewith pursuant
to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated
by the provisions hereof pursuant to which the applicable notice of termination is given and requiring that the assets of the 111 River
Street REMIC shall be sold for cash and that the 111 River Street REMIC shall terminate on a Distribution Date occurring not more than
90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iv)(D), the
notice given pursuant to Section 9.01(h)(iv)(B) shall constitute the adoption of the plan of complete liquidation as of the
date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income tax return of the
111 River Street REMIC. Notwithstanding the termination of the 111 River Street REMIC, the Certificate Administrator shall be




    	 	-516-	 



    	 	 



    

responsible for filing the final Tax
Returns for the 111 River Street REMIC for the period ending with such termination, and shall maintain books and records with respect
to the 111 River Street REMIC for the period for which it maintains its own tax returns or other reasonable period.


(v)              
Any Person(s) effecting an early termination of the Trust Fund, the 360 Rosemary REMIC or the 111 River Street REMIC as provided
in the prior paragraphs shall first notify the Controlling Class Representative, the 360 Rosemary Controlling Class Representative,
the 111 River Street Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder
of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative, the 360
Rosemary Controlling Class Representative, the 111 River Street Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans, any Trust Subordinate
Companion Loan(s) and/or other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising
its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to this subsection(c).


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 10.01           
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of
this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act,
the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation
AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests
made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of Regulation AB. In connection with the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the
Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to
the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications,
records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit
the Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating




    	 	-517-	 



    	 	 



    

to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans and Serviced Loan Combinations, reasonably believed by the Depositor
or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


Section 10.02           
Succession; Sub-Servicers; Subcontractors.


(a)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any Person
(i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer or Certificate
Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator, the Trustee) shall provide
to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days
prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise no later than one (1) Business Day after such effective date, (x) written
notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to such successor (which such successor
Master Servicer, Special Servicer, Sub-Servicer or Certificate Administrator shall be required to provide) reasonably requested by
the Depositor or any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to
the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act). The Certificate Administrator
(or the Trustee, if applicable) shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation
or termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with
respect to each Serviced Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each Co-Lender
Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination, replacement
or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.


(b)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the
Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the
Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly




    	 	-518-	 



    	 	 



    

upon request provide to the Depositor,
as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written description (in form and substance
satisfactory to the Depositor and each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function
Participant utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such Subcontractor, and
(ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit of
the Depositor to comply with the provisions of Section 10.09 and Section 10.10 of this Agreement to the same extent
as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver to the applicable
Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 10.09 and Section 10.10 of this Agreement, in each case, as and when required to be delivered.


(c)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of
Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a
Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement of such
Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any
Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing agreement and,
if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing Agreement (other
than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special Servicer) or sub-servicing
agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate Administrator and each such Other
Depositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall contain all information reasonably
necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting
Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form
8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under
the Exchange Act).


(d)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer
or if any other Servicer engages a sub-servicer, in each case, in connection




    	 	-519-	 



    	 	 



    

with the performance of any of the duties
of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing
Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)
is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer)
or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that, as a
result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer”
within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or
(2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master Servicer,
the Special Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification or assignment
to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected
at least five (5) Business Days prior to the effective date of such amendment, modification or assignment (or if such prior notice would
be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07
of this Agreement). Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the
Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected,
to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


(e)              
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least
ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and
shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form
and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Certificate
Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form
8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange Act are required to be
filed under the Exchange Act).


Section 10.03           
Filing Obligations.


(a)              
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function




    	 	-520-	 



    	 	 



    

Participant utilized thereby to) reasonably
cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization
Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07,
the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required
by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file
(via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.


(b)              
In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor
or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K,
10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon
as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business
Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other
Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A,
as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will,
upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed,
and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or
any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03
related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.



    	 	-521-	 



    	 	 



    




Section 10.04           
Form 10-D and Form ABS-EE Filings.


(a)              
Within 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 10-D and Form ABS-EE then required by the Exchange Act,
in form and substance as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus and
the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required to be
filed with the Commission and incorporated by reference into each such document. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact from
such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies.
Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D and/or Form ABS-EE
(“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph, be (i) reported by the
parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor
and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes
and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after the
related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third
Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U to
this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting Party
and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the
extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of
Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the
case may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent available
to such party in such format) or (in the case of asset-level information required by Item 1A on Form 10-D) XML Format or in such
other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange Act Reporting Party,
each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, (ii) the
parties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D Disclosure applicable
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall
use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB
to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W-1 to this
Agreement (except with respect to the reporting of balances of the Collection Account, each Loan Combination Custodial Account and each
REO Account which shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the
form of Exhibit W-2 any information relating to any REO Account to be reported under




    	 	-522-	 



    	 	 



    

“Item 9: Other Information” on
Exhibit U to the Master Servicer within four (4) calendar days after the related Distribution Date) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure
on Form 10-D or (in the case of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect
to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on
Exhibit U of its obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects
and in compliance with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated
thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case
of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


(b)              
Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information
required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase
of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this
Agreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned
“Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii)
include a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central
Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator
pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE filing
for the related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable report
on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related reporting period),
(v) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit W-2
hereto for inclusion therein within the time period described in this Section 10.04, the balances of the Collection Account,
each Loan Combination Custodial Account and each REO Account (to the extent the related information has been received from the Special
Servicer within the time period specified in this Section 10.04), in each case as of the related Distribution Date and as
of the immediately preceding Distribution Date and (vi) the balance of the Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date.


(c)              
With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the Master Servicer (with
respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt
or mezzanine debt) or the




    	 	-523-	 



    	 	 



    

Special Servicer (with respect to Specially
Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt))
the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has
knowledge or notice of any applicable Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (A)
the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


(d)              
The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on
the cover of Forms 10-D and ABS-EE for each reporting period: Name: Paul Vanderslice, Telephone: (212) 885-4000. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides the
Certificate Administrator with a new individual’s name and phone number in writing.


(e)              
Upon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating to the Collection
Period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


(f)               
To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.07, the Certificate Administrator shall include on the
Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate, and
such disclosure is required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate
Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has
received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(g)              
At the time required under Section 10.04(a), the Certificate Administrator shall file each Form ABS-EE with a copy
of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 4.02(b)
as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such
Form ABS-EE pursuant to Section 4.02(b), the Certificate




    	 	-524-	 



    	 	 



    

Administrator shall file such Schedule
AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of
any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


(h)              
After preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically
copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) to the Depositor for review no later than five (5) calendar days
after the related Distribution Date or, if the 5th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may
pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC® Schedule AL File
or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date of data that had been included
in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made to such CREFC® Schedule
AL File or Schedule AL Additional File by the Certificate Administrator following receipt from the Master Servicer). The Certificate Administrator,
the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate
to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File as soon as possible.
Within five (5) Business Days after receipt of copies of such Forms 10-D and ABS-EE from the Certificate Administrator, but
no later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor shall notify the
Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D
and Form ABS-EE, respectively, and an officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect
to the Trust and return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE
(in electronic form or by fax copy), the Certificate Administrator shall deem such reports to be approved by the Depositor and shall proceed
with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be filed on
time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the
Certificate Administrator will make available on its internet website a final executed copy of each Form 10-D and Form ABS-EE
with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Paul Vanderslice,
Michael Birajiclian and David Schell, Email: Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com, with a copy
to BMO Commercial Mortgage Securities LLC, c/o




    	 	-525-	 



    	 	 



    

BMO Capital Markets Corp., 151 West 42nd
Street, New York, NY 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com or such other address as the Depositor may direct.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.04
related to the timely preparation and filing of Form 10-D and Form ASB-EE with respect to the Trust is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator
shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file any Form 10-D or Form ABS-EE with respect to the Trust, where such failure results because
required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator
after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


(i)                
Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically)
from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.04(h) of this Agreement.


Section 10.05      
Form 10-K Filings.


(a)              
Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust ends
on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing within 90 days after December 31, 2022, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form 10-K
with respect to the Trust shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator
(in the form required by this Agreement) within the applicable time frames set forth in this Agreement:


(i)                
an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as
described under Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


(ii)             
(A)the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.09;
and




    	 	-526-	 



    	 	 



    

(B)             
 if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance
of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section 10.09 is not included
as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


(iii)           
(A)the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


(B)          
if any registered public accounting firm attestation report described under Section 10.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


(iv)              
a certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature
pages may be delivered separately.


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure, absent such reporting, direction and approval.


Not later than the end of
each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during
such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate
Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each
Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any
new party to this Agreement.




    	 	-527-	 



    	 	 



    

For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2023, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate
Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-K
Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may
be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement
applicable to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form
10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
as Exhibit W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided that any
Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations
to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph.


After preparing a Form 10-K
with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to
the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates,
or, if March 15 is not a Business Day, on the immediately following Business Day. Within five (5) Business Days after receipt of
such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect
to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form
10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within five (5) Business Days
after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which




    	 	-528-	 



    	 	 



    

may be furnished electronically) of any changes
or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior to
the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the Trust and return
an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall
deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K
with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission,
the Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at BMO Commercial Mortgage Securities
LLC, BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, Attention:
Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com,
with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036,
Attention: Legal Department, Email: BMOCMUSLegal@bmo.com or such other address as the Depositor may direct. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.05 related to the timely
preparation and filing of Form 10-K with respect to the Trust is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 10.05. The Certificate Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file
any Form 10-K with respect to the Trust, where such failure results because required disclosure information was either not delivered
to the Certificate Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement,
not resulting from its own negligence, bad faith or willful misconduct.


(b)              
Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically)
from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.05(a) of this Agreement.


Section 10.06        
Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification
in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act.
The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset




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Representations Reviewer (in the case of the
Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver
an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to
this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley Certification
for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately
following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business
Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3,
Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8,
as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up
certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer,
the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement,
as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be.


Section 10.07           
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), or if requested by the Depositor, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
that is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth on Exhibit Z
to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which
such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K with
respect to the Trust, absent such reporting, direction and approval.


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible
Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported
if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department
of such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable efforts), but in
no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a




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Reportable Event, (i) the parties set
forth on Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to
this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the Certificate Administrator and each
Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange
Act reporting purposes, in EDGAR-Compatible Format (to the extent available to such party in such format) or in such other format
as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting
Party and such providing parties any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable
to such party, if applicable (ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K
Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
hereto as Exhibit W-1, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide
Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator has no
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible
for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with including any Form 8-K
Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


With respect to any Loan
Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Serviced Co-Lender
Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any Outside Service Provider
of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the Depositor
of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange
Act and (ii) upon the execution of any amendment to a related Co-Lender Agreement, the Master Servicer, the Special Servicer or the
Trustee, as the case may be, executing such amendment on behalf of the Trust shall promptly notify the Depositor and the Certificate Administrator
of such execution and cooperate with the Depositor and the Certificate Administrator to prepare and file on behalf of the Trust any Form
8-K, as required by the Exchange Act.


After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event
earlier than 24 hours after having received approved Form 8-K Disclosure




    	 	-531-	 



    	 	 



    

Information pursuant to the immediately preceding
paragraph). Promptly, but no later than the close of business on the third Business Day after the related Reportable Event, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.
No later than noon on the fourth Business Day after the related Reportable Event, a duly authorized representative of the Depositor shall
sign the Form 8-K with respect to the Trust and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K with respect to the Trust cannot
be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the
Certificate Administrator will, make available on its internet website a final executed copy of each Form 8-K with respect to
the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at BMO Commercial Mortgage Securities LLC, BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets
Corp., 151 West 42nd Street, New York, New York 10036, Attention: Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com,
Michael.Birajiclian@bmo.com and David.Schell@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp.,
151 West 42nd Street, New York, New York 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com or such other address as the
Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the Trust is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.07. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file any Form 8-K with respect to the Trust, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


In the case of a Form 8-K
that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer or
Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer” as contemplated
by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer, Trustee, Certificate
Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and at the reasonable expense
of the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement
pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or before the date of such proposed succession
the following: (i) any information (including, but not limited to, disclosure information) required for the Trust to comply in a timely
manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the initial
Master Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate Administrator or the initial Sub-Servicer,
as the case may




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be, or their respective counsel, in connection
with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


Section 10.08         
Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and,
if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the Special
Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party that is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish, and (ii) with
respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional Servicer
to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion
Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special
Servicer) and the Depositor on or before March 1 of each year, commencing in March 2023, an Officer’s Certificate (together
with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar
year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage
Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward
a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5
Information Provider. Promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Serviced Companion
Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review
each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any
failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer,
as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment
of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage




    	 	-533-	 



    	 	 



    

Loan or Companion Loan during the applicable
period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to
be delivered.


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request, and upon
receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such terms are defined
in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian,
Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar
to the Officer’s Certificate described in this Section or such other form as is set forth in the Outside Servicing Agreement.


Section 10.09            
Annual Reports on Assessment of Compliance With Servicing Criteria.


(a)              
On or before March 1 of each year commencing in March 2023, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar
year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to
any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has
made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”)
to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that
is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor
(only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant
Servicing Criteria (together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable
Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a
statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar
year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies
of all compliance reports delivered




    	 	-534-	 



    	 	 



    

pursuant to this Section 10.09
shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


Each such report shall be
addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and
shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O
to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and
each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that
the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this
Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine
whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is
in form and substance in compliance with the requirements of Regulation AB.


(b)              
On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for
such party.


(c)              
No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee shall
notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of
each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor and each Other Depositor
as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each such notice will specify what
specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating
Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.09(a) of this Agreement, such
parties will also at such time include the assessment (and related attestation pursuant to Section 10.10 of this Agreement)
of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31
of each calendar year.


(d)              
In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant of such party to
provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function
Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function




    	 	-535-	 



    	 	 



    

Participant (or, in the case of each
Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to provide) an annual assessment of compliance pursuant to this Section 10.09, coupled with
an attestation as required in Section 10.10 of this Agreement with respect to the period of time that the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance during
such period of time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable Servicing Function
Participant was subject to such other servicing agreement.


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use commercially
reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in
this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer,
Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar to
the annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.


Section 10.10      
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2023,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or
is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each of the
preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (together with
a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator,
the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause
to be furnished, such report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders
(or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other
Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer) and the
Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing
Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s
compliance




    	 	-536-	 



    	 	 



    

with the Relevant Servicing Criteria was fairly
stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm
shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall
be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report
must be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable)
or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Trustee’s
(if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’
attestation report submitted pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 10.09
of this Agreement and notify the Depositor of any exceptions.


Section 10.11            
Significant Obligors.


(a)              
[Reserved]


(b)              
With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the extent that
the Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter (other than
the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of notice from the Other
Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial statements of
such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable,
the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust,
on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four
(4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement
receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14)
or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of
such Significant Obligor, together with the net operating income of such Significant Obligor for




    	 	-537-	 



    	 	 



    

the applicable period as calculated by
the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve
(12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together
with the net operating income of such Significant Obligor for the applicable period as reported by the related Mortgagor in such financial
statements.


If the Master Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case
may be, of any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information is required
to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange Act) to obtain
the periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall cause each applicable
Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer)
attempts to contact the related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information to
the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust.


For the avoidance of doubt,
the Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with respect to
Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


Section 10.12         
Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other
Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses (including without limitation reasonable attorney’s
fees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid in settlement
of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform
its obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional Servicer retained
by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article X; (iii) any untrue
statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing Function Participant,
Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such
party described in clause (x) or any registered public accounting firm, attorney or other agent retained by such party to prepare
such information and (z) delivered by or on behalf of such Indemnifying Party in connection with the performance of




    	 	-538-	 



    	 	 



    

such Indemnifying Party’s obligations
described in this Article X, or the omission to state in any such information a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be
entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying
Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms
related thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct
on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with
respect to such Indemnifying Party.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party that
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant or
Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of such party,
shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor, as applicable,
as necessary for the Depositor or any Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and
assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian, the Trustee, a Servicing
Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding
such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm,
attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor
or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other
Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party
any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing
a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s response to the Commission,
unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution
with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If such election
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the
Commission in a timely manner; provided, that (i) such




    	 	-539-	 



    	 	 



    

Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission and copy the Depositor or any Other
Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate
(at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the
Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party
and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating
to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable
Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the
case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related to the foregoing shall
be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply
with, this paragraph) in the related sub-servicing or similar agreement.


The Master Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses (including
without limitation reasonable attorneys’ fees and expenses related to the enforcement of such indemnity and the costs of investigation,
legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a
breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer
(as defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c), or
(iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


If the indemnification provided
for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient to hold harmless
any Certification




    	 	-540-	 



    	 	 



    

Party, the Depositor, any Other Depositor,
any employee, director or officer of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other
Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional
Servicer or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable
to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate
to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with a breach
of the Performing Party’s obligations pursuant to this Article X (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant
of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party
that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to agree to the foregoing indemnification and contribution obligations. This Section 10.12 shall survive the termination of
this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator.


Section 10.13       
Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this Agreement
for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any
Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder or the Combined
Uncertificated VRR Interest Owner, notwithstanding anything to the contrary contained in this Agreement.


Section 10.14       
Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor
pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via facsimile and electronic mail to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Paul Vanderslice, Michael Birajiclian and David Schell, Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street,
New York, New York 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com, or to such other address(es), facsimile numbers and/or
electronic mail addresses as may be designated by the Depositor.


Section 10.15       
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails
to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment, (b) the




    	 	-541-	 



    	 	 



    

Certificate Administrator may not be terminated
if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust,
any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25
where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set
forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution
or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25
not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure
to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed
pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the
Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate
Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate
the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K is so filed.


Section 10.16          
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master Servicer
or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article X and such failure
is not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation under Sections 10.02, 10.04,
10.07 and 10.11 or to otherwise deliver any item relating to a Reportable Event under this Article X, or (B) five (5)
Business Days in the case of a failure to comply with any obligation under this Article X that is not described in clause (A) above;
provided that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall
have accepted the appointment.


Section 10.17      
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate
such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable
Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer,
as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly
notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange
Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise
contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding
sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master Servicer
or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Master
Servicer, the Special Servicer, the Custodian, the Certificate




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Administrator or the Trustee, as applicable,
may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


Section 10.18         
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


(a)               
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that provide
for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any such items
to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act Reporting
Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (or, in each case,
such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with related filing obligations,
provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written notice as soon as reasonably
practicable and, concurrently with such written notice, obtained verbal confirmation of receipt of such written notice, in each case,
in accordance with Section 12.04 of this Agreement and (ii) such period shall not be less than 3 Business Days) (which shall
only be required to be delivered once), (i) setting forth the contact information for such Person(s) and, except as regards the deliveries
and cooperation contemplated by Section 10.08, Section 10.09 and Section 10.10 of this Agreement,
stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in
reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided
that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide
a single written notice to such effect; provided further, that this notice requirement does not apply to any Serviced Companion
Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special
Servicer, Operating Advisor, the Asset Representations Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with
such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties
hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right
to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery
of the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust prior to providing any of the reports or other information required to be delivered under this Article X in connection
therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article X
with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver
such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated by Section 10.08,
Section 10.09 and Section 10.10 of this Agreement. Such confirmation shall be deemed given if the Other Depositor
or Other Exchange Act Reporting Party for the Other Securitization Trust




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provides a written statement to the effect
that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives
such written statement. The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact
details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement
relating to such Other Securitization Trust.


(b)              
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate by the
Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the holder of such
Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.


(c)              
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect to such
party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus
and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization
of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


(d)              
Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and
the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with
applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer,
the Special Servicer, the Trustee or the Certificate




    	 	-544-	 



    	 	 



    

Administrator, as the case may be, or
their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials
relating to this Trust.


In the case of a Form 8-K
that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2022-C1 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by
or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that transferred
the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


In the case of a Form 8-K
that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement
of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable cost of
the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.18(d)
shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement.


Section 10.19          
Termination of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year in which
the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings
with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the suspension
of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with the Commission to suspend such
reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to
this Agreement under Section 10.04, Section 10.05, Section 10.06 and Section 10.07, solely
insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall provide prompt notice to the Mortgage Loan
Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification or other
applicable form, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings
with respect to the Trust, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE
and 8-K with respect to the Trust as required pursuant to Section 10.04, Section 10.05, Section 10.06
and Section 10.07, and all parties’ obligations under this Article X shall recommence.


Article
XI



ASSET REVIEW PROVISIONS


Section 11.01      
Asset Review.


(a)              
On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master




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Servicer for such Distribution Date,
the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset
Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations
Reviewer, the Master Servicer, the Special Servicer, all Pooled Certificateholders and all Uncertificated VRR Interest Owner. Any notice
required to be delivered to the Pooled Certificateholders and the Combined Uncertificated VRR Interest Owner pursuant to this Article XI
shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii)
by mailing such notice to the Pooled Certificateholders’ addresses or the Combined Uncertificated VRR Interest Owner’ addresses
appearing in the Certificate Register in the case of Definitive Certificates or the Combined Uncertificated VRR Interest and by delivering
such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D
relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following
statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following
Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing
Agreement has occurred.” On each Distribution Date occurring after providing such notice to Pooled Certificateholders and the Combined
Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the
Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any
Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an
occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written
notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Pooled Certificateholders
evidencing not less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written
notice thereof to the Asset Representations Reviewer and to all Pooled Certificateholders and conduct a solicitation of votes in accordance
with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an
Asset Review by Holders of Pooled Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the
Mortgage Loan Sellers, the applicable Directing Holder, the Risk Retention Consultation Parties and the other Pooled Certificateholders
(such notice to Pooled Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by
mailing such notice to the Pooled Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive
Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review
Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with
a




    	 	-546-	 



    	 	 



    

certification substantially in the form attached
hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Pooled Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election
within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in
this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described
in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Pooled
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. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review
with respect to either Trust Subordinate Companion Loan at any time.


(b)              
(i)Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Loan, the Custodian
(with respect to clauses (1) through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6)
below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans)
shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice
from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the
extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure
Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)       a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
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;


 




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(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review; and


(6)       any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations
Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)             
Notwithstanding the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to
the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


(iii)           
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 11.01
(any such information, “Unsolicited Information”).


(iv)                     Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review
of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures
set forth on Exhibit JJ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may
continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


(v)             
No Certificateholder or Uncertificated VRR Interest Owner shall have the right to change the scope of the Asset Review, and the
Asset




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Representations Reviewer shall not be required
to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


(vi)          
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


(vii)         
In connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect
to each Delinquent Loan:


(A)                 
Within 10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition
of “Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in
any event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials
made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for such Delinquent
Loan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request that the Master
Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business Days after receipt of notification from
the Asset Representations Reviewer) deliver to the Asset Representations Reviewer such missing documents in its possession; provided that
any such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice
address for the related party set forth in Section 12.04 of this Agreement. In the event any missing documents are not provided
by the Master Servicer or the Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations Reviewer
shall request such documents from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller will be required under
the related Mortgage Loan Purchase Agreement to deliver any such missing documents only to the extent such documents are in the possession
of the Mortgage Loan Seller; and provided, further, that the Mortgage Loan Seller will not be required to provide any documents
that are proprietary to the related originator or the Mortgage Loan Seller or any draft documents, privileged or internal communications,
credit underwriting or due diligence analysis.


(B)                   
Following the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is
provided to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary
report with




    	 	-549-	 



    	 	 



    

respect to such Delinquent Loan setting
forth (i) the preliminary results of the application of the Tests, (ii) if applicable, whether the Review Materials for such Delinquent
Loan are insufficient to complete any Test, (iii) a list of any applicable missing documents together with the reasons why such missing
documents are necessary to complete any Test, and (iv) (if the Asset Representations Reviewer has so concluded) whether the absence of
such documents will be deemed to be a failure of such Test (collectively, the “Preliminary Asset Review Report”). The
Asset Representations Reviewer shall provide each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), who shall promptly, but in no event later than 10
Business Days of receipt thereof, provide the Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations
Reviewer shall include the following statement in the related correspondence when providing each Preliminary Asset Review Report to the
Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans):
“This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement
relating to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, requiring action by
you as the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report to the applicable
Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report.” If the Preliminary Asset
Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the applicable Mortgage Loan
Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”) to remedy
or otherwise refute the failure. The applicable Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement
to provide any documents or any explanations to support (i) a conclusion that a subject representation and warranty has not failed a Test
or (ii) a claim that any missing documents in the Review Materials are not required to complete a Test, in any such case to the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), and the
Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt
from the applicable Mortgage Loan Seller, deliver to the Asset Representations Reviewer any such documents or explanations received from
the applicable Mortgage Loan Seller given to support a claim that the representation and warranty has not failed a Test or a claim that
any missing documents in the Review Materials are not required to complete a Test.


(C)                    
Within the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer




    	 	-550-	 



    	 	 



    

shall complete an Asset Review with respect
to each Delinquent Loan and deliver (i) a report, substantially in the form attached hereto as Exhibit HH, setting forth the
Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure
of any Test based on the Asset Review, together with a statement that the Asset Representations Reviewer’s findings and conclusions
set forth in such report were not influenced by any third party (an “Asset Review Report”), to each party to this Agreement,
the related Mortgage Loan Seller and the Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan),
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) , substantially in the form attached hereto as Exhibit II, to the Trustee and Certificate
Administrator (who shall include such Asset Review Report Summary in the Form 10-D relating to the Collection Period in which such
Asset Review Report Summary is received and post such Asset Review Report Summary on the Certificate Administrator’s Website in
accordance with Section 10.04(e)). The period of time by which the Asset Review Report must be completed and delivered may
be extended by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan
Seller(s), if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required
due to the characteristics of the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event
that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to
Performing Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the applicable Mortgage Loan Seller in
sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset
Representations Reviewer shall prepare the Asset Review Report solely based on the documents received by the Asset Representations Reviewer
with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain
any such documents from any party to this or otherwise.


(viii)                Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing
Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(a).


(ix)                        In no
event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the responsibility of the Enforcing
Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.




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(c)              
 The Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any party
to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose
such Privileged Information to any Person (including Certificateholders and the Combined Uncertificated VRR Interest Owner), other than
(1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents
and information received by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable
Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents except for purposes
of complying with its duties and obligations hereunder.


(d)              
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 11.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid
any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection with due diligence or other
services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this
Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements
or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and
conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations
Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(e)              
With respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset
Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced by
an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside Special
Servicer), the related Outside Trustee and the




    	 	-552-	 



    	 	 



    

related Outside Certificate Administrator
(and, in each case, such other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


Section 11.02     
Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


(a)              
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee (the
“Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Mortgage Loan
(including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related Interest Accrual Period
at 0.00022% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in the case of the initial
Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated
Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period, and shall
be calculated on the same interest accrual basis as such Mortgage Loan and prorated for any partial periods. The Asset Representations
Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(a). For
the avoidance of doubt, no Asset Representations Reviewer Ongoing Fee is payable with respect to either Trust Subordinate Companion Loan.


(b)              
Upon the completion of an Asset Review with respect to one or more Delinquent Loans and receipt by the related Mortgage Loan Seller
of a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage
Loan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a
fee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $17,750 multiplied by
the number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject Loans”),
plus (ii) $1,775 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii)
$2,300 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,275 per Mortgaged Property relating to
a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of
clauses (i) through (iv), to annual adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers or, if the Consumer
Price Index for All Urban Consumers is no longer calculated, another similar index for the year of the Closing Date and for the year in
which the related Asset Review Notice is given. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be paid by the related Mortgage Loan Seller (provided that, if any Co-sponsored Mortgage Loan is a Delinquent Loan, it shall be
treated as one Mortgage Loan for the purposes of assessing any Asset Representations Reviewer Asset Review Fee, and each of the related
Applicable Co-sponsors shall only be responsible for paying its proportionate share of any such Asset Representations Reviewer Asset Review
Fee attributable to such Co-sponsored Mortgage Loan (in the case of a BMO-SMC Co-sponsored Mortgage Loan, BMO’s proportionate share
to be determined according to the proportion that the outstanding principal balance of the portion of such BMO-SMC Co-sponsored Mortgage
Loan




    	 	-553-	 



    	 	 



    

evidenced by the applicable BMO Co-sponsored
Note(s) bears to the outstanding principal balance of the entire such BMO-SMC Co-sponsored Mortgage Loan, and SMC’s proportionate
share to be determined according to the proportion that the outstanding principal balance of the portion of such BMO-SMC Co-sponsored
Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) bears to the outstanding principal balance of the entire such BMO-SMC
Co-sponsored Mortgage Loan)); provided, however, that if (1) the related Mortgage Loan Seller is insolvent or (2) at any
time after the outstanding Certificate Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation
of Realized Losses to such Certificates, the related Mortgage Loan Seller fails to pay such amount within 90 days following receipt
of the Asset Representations Reviewer’s invoice, then such fee shall be paid by the Trust Fund following delivery by the Asset Representations
Reviewer of evidence reasonably satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided,
further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain
an obligation of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it determines to
do so, shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts to the extent paid
by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set forth in Section 3.06(a).


(c)              
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included
in the Purchase Price for any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 11.02(b).


(d)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


Section 11.03      
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,
the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign if it fails to be
an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination Event) by giving
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator
and the applicable Directing Holder. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer will be effective until
a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment.
If no successor Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for
the appointment of a successor asset representations




    	 	-554-	 



    	 	 



    

reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer shall bear all costs and expenses of each party hereto and each Rating Agency in connection
with its resignation and the transfer of its duties.


Section 11.04      
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates or any Uncertificated Interest; provided, however, that such
prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its
personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining
access to such Affiliate’s information regarding its investment activities.


Section 11.05      
Termination of the Asset Representations Reviewer.


(a)              
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


(i)                
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied for a
period of thirty (30) days after the date on which written notice of such failure is given to the Asset Representations Reviewer
by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Pooled Certificates having greater than 25%
of the Pooled Voting Rights; provided, however, that with respect to any such failure which is not curable within such 30-day
period, the Asset Representations Reviewer will have an additional cure period of 30 days to effect such cure so long as it has commenced
to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


(ii)                
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice of
such failure is given to the Asset Representations Reviewer by any party to this Agreement;


(iii)                 
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days;




    	 	-555-	 



    	 	 



    

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


(v)              
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)            
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders and the Combined Uncertificated VRR Interest Owner (and simultaneously
deliver such written notice to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in
Section 11.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such
case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or
(ii) upon the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled 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 Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights
(without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is




    	 	-556-	 



    	 	 



    

an Eligible Asset Representations Reviewer
and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice of such
requested vote to the Asset Representations Reviewer and to all Pooled Certificateholders by (i) posting such notice on the Certificate
Administrator’s Website, and (ii) mailing such notice to all Pooled Certificateholders at their addresses appearing in the
Certificate Register and to the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Pooled Certificates evidencing
at least 75% of the Pooled Voting Rights allocable to the Pooled Certificates of those Holders that exercise their right to vote (provided
that Holders representing the applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request
for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any
rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring
prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the
Asset Representations Reviewer, on the one hand, and the Pooled Certificateholders, on the other, the Pooled Certificateholders shall
be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the required Pooled Certificates entitled to Voting Rights representing at least 75% of the applicable Certificateholder
Quorum elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer
shall be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


(c)              
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days after
(1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset Representations
Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations Reviewer pursuant
to Section 11.05(b)), as applicable, shall appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Holder and each Pooled Certificateholder and the
Combined Uncertificated VRR Interest Owner within one Business Day of such appointment. Notwithstanding the foregoing, if the Trustee
is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted, but not obligated, to find a replacement. The Trustee shall not be liable for any failure
to identify and appoint




    	 	-557-	 



    	 	 



    

a successor asset representations reviewer
so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such
failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification and, if
an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03 of this Agreement,
and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Pooled Certificateholders and the Combined Uncertificated VRR Interest
Owner), the Operating Advisor, the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative. In the event that the Asset Representations Reviewer is
terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued
prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination).


Article
XII



MISCELLANEOUS PROVISIONS


Section 12.01      
Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate, receipt or
similar closing document delivered in connection with the closing of the transaction contemplated by this Agreement) in Portable Document
Format (PDF), Tagged Image File Format (TIF or TIFF), .JPG or .JPEG file format, or by facsimile transmission shall be as effective as
delivery of a manually executed original counterpart of this Agreement.


Section 12.02      
Limitation on Rights of Certificateholders and the Uncertificated Interest Owners. The death or incapacity of any Certificateholder
or any Uncertificated Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
or Uncertificated Interest Owner’s legal representatives or heirs to claim an




    	 	-558-	 



    	 	 



    

accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.


No Certificateholder or Uncertificated
Interest Owner shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders and the Uncertificated Interest Owners from time to time
as partners or members of an association; nor shall any Certificateholder or Uncertificated Interest Owner be under any liability to any
third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


No Certificateholder or Uncertificated
Interest Owner shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this
Agreement, any Mortgage Loan or Serviced Loan Combination, unless such Person previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting Rights
of any Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the Certificate Administrator)
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision
of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class. It is understood and intended, and
expressly covenanted by each Uncertificated Interest Owner with every Certificateholder and the Trustee, that such Uncertificated Interest
Owner shall not have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of Certificates of any Class, or to obtain or seek to obtain priority over or preference to any such Holder, or
to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Uncertificated
Interest Owners. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


Section 12.03      
Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF. THE PARTIES




    	 	-559-	 



    	 	 



    

HERETO INTEND THAT THE PROVISIONS OF SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


Section 12.04      
Notices. Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator which shall be
deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service and received by
the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed upon by the parties)
and received by the addressee or (e) only with respect to any addressee of any party for which an electronic mail address is set forth
below, sent by electronic mail (provided, however, any notice provided by electronic mail shall not be considered delivered
until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following address(es), or as to each
such Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto in writing:


(i)             
in the case of the Depositor:


BMO Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.

151 West 42nd Street


New York, NY 10036


Attention: Paul Vanderslice, Michael Birajiclian and David Schell


Email: Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com
and David.Schell@bmo.com


 


with a copy to:


 


BMO Commercial Mortgage Securities LLC


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com


(ii)                
in the case of the Master Servicer:


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Email: michael_a_tilden@keybank.com


Fax: 877-379-1625


 


with copies to:




    	 	-560-	 



    	 	 



    

Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


fax number (816) 753-1536


 


(iii)           
in the case of the Special Servicer:


CWCapital Asset Management LLC


900 19th Street, NW, 8th Floor


Washington, D.C. 20006


Attention: Brian Hanson (BMO 2022-C1)


email: CWCAMContractNotices@cwcapital.com


 


with a copy to:


 


CWCapital Asset Management LLC


900 19th Street, NW, 8th Floor


Washington, D.C. 20006


Attention: Legal Department (BMO 2022-C1)


 


In the case of the Special Servicer with respect to the 360 Rosemary
Loan-Combination:


 


Situs Holdings, LLC


2 Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

email: staceyciarlanti@situsamc.com


with a copy to:


 


Situs Group, LLC


5065 Westheimer, Suite 700E


Houston, Texas 77056


Attention: Legal Department


email: legal@situsamc.com


 


In the case of the Special Servicer with
respect to the 111 River Street Loan Combination:


 




    	 	-561-	 



    	 	 



    

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


Fax: 877-379-1625


 


with copies to:


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


fax number (816) 753-1536


 


(iv)            
in the case of the Certificate Administrator:


Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services – BMO2022-C1


with a copy to:


cts.cmbs.bond.admin@wellsfargo.com


trustadministrationgroup@wellsfargo.com


 


In the case of any transfer or surrender of a Risk Retention
Certificate pursuant to Article V:


 


Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS) – BMO2022-C1


with a copy to:


riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:


 


Computershare Trust Company, National Association


1055 10th Avenue SE


Minneapolis, Minnesota 55414


Attention: Document Custody Group – BMO2022-C1


with a copy to:


cmbscustody@wellsfargo.com


 




    	 	-562-	 



    	 	 



    

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 – BMO2022-C1


 


(v)              
in the case of the Trustee:


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BMO 2022-C1

Fax number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com


(vi)            
in the case of each of the Operating Advisor and the Asset Representations Reviewer:


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor


New York, New York 10016

Attention: BMO 2022-C1— Surveillance Manager






with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com


(vii)              
in the case of the Rating Agencies:


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@spglobal.com


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com




    	 	-563-	 



    	 	 



    

Kroll Bond Rating Agency, LLC

845 Third Avenue, 4th Floor


New York, New York 10022


Attention: CMBS Surveillance


E-mail: cmbssurveillance@kbra.com



 


 


(viii)    
in the case of the Mortgage Loan Sellers:


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Michael Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Email: joe_a_deroy@keybank.com


Fax: 877-379-1625


 


With a copy to:


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


fax number (816) 753-1536





Starwood Mortgage Capital
LLC


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139




    	 	-564-	 



    	 	 



    

Attention: Leslie K. Fairbanks, Executive Vice President


Email: lfairbanks@starwood.com


 


with a copy by email to: jbeard@starwood.com


 


and with a copy to:


 


Starwood Property Trust, Inc.


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett


With copies by email to: hbennett@starwood.com and lnr.cmbs.notices@lnrproperty.com


 


and, with respect to certifications pursuant to Section 2.03
of this Agreement, with a copy to:


 


McCoy & Orta


100 N. Broadway, 26th Floor


Oklahoma City, Oklahoma 73102


Attention: Vanessa Orta


With a copy by email to: vorta@mccoy-orta.com


 


and with a copy by email to: mmoore-allen@mccoy-orta.com


 


SSOF SCRE AIV, L.P.


4
Park Plaza, Suite 2000


Irvine,
California 92614


Attention:
Mike Wilhelms


Email:
Mike.Wilhelms@sabal.com


 


With
a copy to:


 


Dechert
LLP


Cira
Centre


2929
Arch Street


Philadelphia,
Pennsylvania 19104


Attention:
Gennady Gorel


Email: gennady.gorel@dechert.com


 


 German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye




    	 	-565-	 



    	 	 



    

with a copy by electronic mail to lainie.kaye@db.com
and to cmbs.requests@db.com


(ix)            
in the case of the Underwriters:


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Michael Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com





KeyBanc Capital Markets Inc.


1301 Avenue of Americas, 36th Floor


New York, New York 10017


Attention: Sameer Kamble


Email: Sameer.kamble@key.com





 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


with a copy by electronic mail to cmbs.requests@db.com





 


Bancroft Capital, LLC


501 Office Center Drive, Suite 130


Fort Washington, Pennsylvania 19034


Attention: Steve Iveie


fax number: (484) 373-4748


 


Drexel Hamilton, LLC




    	 	-566-	 



    	 	 



    

77 Water Street, Suite 701


New York, New York 10005


Attention: John D. Kerin, Director of Debt Syndicate


facsimile number: (646) 412-1500


 


(x)              
in the case of the Initial Purchasers:


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Michael Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com


KeyBanc Capital Markets Inc.


1301 Avenue of Americas, 36th Floor


New York, New York 10017


Attention: Sameer Kamble


Email: Sameer.kamble@key.com





Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


with a copy by electronic mail to cmbs.requests@db.com


 


Bancroft Capital, LLC


501 Office Center Drive, Suite 130


Fort Washington, Pennsylvania 19034


Attention: Steve Iveie


fax number: (484) 373-4748


 


Drexel Hamilton, LLC


77 Water Street, Suite 701




    	 	-567-	 



    	 	 



    

New York, New York 10005


Attention: John D. Kerin, Director of Debt Syndicate


facsimile number: (646) 412-1500





(xi)               
in the case of the initial Controlling Class Representative:


Sabal
Strategic Opportunities Fund, L.P.


4
Park Plaza, Suite 2000


Irvine,
California 92614


Attention:
Mike Wilhelms


Email:
Mike.Wilhelms@sabal.com


 


With
a copy to:


 


Dechert
LLP


Cira
Centre


2929
Arch Street


Philadelphia,
Pennsylvania 19104


Attention:
Gennady Gorel


Email:
gennady.gorel@dechert.com


 


(xii)               
in the case of the initial 111 River Street Controlling Class Representative:


PIMCO FLEXIBLE CREDIT INCOME FUND


c/o Pacific Investment Management Company LLC


650 Newport Center Drive


Newport Beach, CA 92660


Attention: Matt Tuten


Telephone: (949) 720-6275


Email: matt.tuten@pimco.com


 


(xiii)               
in the case of the initial 360 Rosemary Controlling Class Representative:


Rockwood Income and Credit Partners III, L.P.


c/o Rockwood Capital, LLC, 140 East 45th Street, 34th Floor,


New York, New York 10017


Attention: Jeff Mudrick


e-mail: jmudrick@rockwoodcap.com


 


(xiv)             
in the case of the initial VRR1 Risk Retention Consultation Party:


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street




    	 	-568-	 



    	 	 



    

New York, NY 10036


Attention: Michael Birajiclian


Email: Michael.Birajiclian@bmo.com


 


with a copy to:


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, NY 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com





(xv)              
in the case of the initial VRR2 Risk Retention Consultation Party:


SSOF SCRE AIV, L.P.


4
Park Plaza, Suite 2000


Irvine,
California 92614


Attention:
Mike Wilhelms


Email:
Mike.Wilhelms@sabal.com


 


With
a copy to:


 


Dechert
LLP


Cira
Centre


2929
Arch Street


Philadelphia,
Pennsylvania 19104


Attention:
Gennady Gorel


Email: gennady.gorel@dechert.com


 


Any communication required
or permitted to be delivered to a Certificateholder or an Uncertificated Interest Owner shall be deemed to have been duly given when mailed
first class, postage prepaid, to the address of such Holder or Uncertificated Interest Owner as shown in the Certificate Register. Any
communication required or permitted to be delivered to a Certificate Owner shall be deemed to have been duly given to the extent delivered
through the Depository. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder or the Uncertificated Interest Owner receives such notice. Notwithstanding anything contained
in this Section 12.04 to the contrary, nothing in this Section 12.04 shall constitute consent by any party hereto
to service of process upon such party by facsimile transmission, electronic mail or any other type of electronic transmission.


The obligation of any party
to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee




    	 	-569-	 



    	 	 



    

or Other 17g-5 Information Provider shall
be effective in each case only to the extent such party to this Agreement has received notice of the identity and contact information
of such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable.
Any such party may conclusively rely on the name and contact information provided by the related Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity
and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, as applicable, has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
of a change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other
Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


Section 12.05         
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


Section 12.06          
Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


(a)              
The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail
to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information
Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s
Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of
such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


(i)                
any material change or amendment to this Agreement;


(ii)                 
the occurrence of any Servicer Termination Event that has not been cured;


(iii)           
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;




    	 	-570-	 



    	 	 



    

(iv)              
 the repurchase of, or substitution of, Trust Loans pursuant to Section 2.03;


(v)              
the final payment to any Class of Certificateholders or any Uncertificated Interest Owner;


(vi)            
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest
Distribution Account or any Distribution Account;


(vii)              
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;
and


(viii)       
     any change in the lien priority of a Trust Loan.


(b)              
The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5
Information Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the
terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents
to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other
than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such
notification) by electronic mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5
Information Provider’s Website:


(i)                
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


(ii)                 
each of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


(iii)           
each of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


(iv)               
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, a copy
of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information is required
to be delivered under a Trust Loan, in each case to the extent collected pursuant to Section 3.03(a) or Section 4.02(b);
and


(v)              
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, each
inspection report




    	 	-571-	 



    	 	 



    

prepared in connection with any inspection
conducted pursuant to Section 3.18 of this Agreement.


(c)              
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if
the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms
of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format), and
the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website
on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.


Section 12.07      
Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, any of the
Uncertificated Interest Owners or, as applicable, any Companion Loan Holder:


(a)              
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest
Owners;


(b)              
to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or to correct any error;


(c)              
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the
Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(d)              
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or
the Uncertificated Interest Owners, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of
the Class R




    	 	-572-	 



    	 	 



    

Certificates, provided that the
Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange
Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR
(or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements
no longer applicable to this securitization transaction in light of such repeal;


(e)                
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest
Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.30);


(f)               
to modify the procedures herein relating to Rule 17g-5; provided that (A) such modification does not increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under this Agreement) and (B) such modification shall
not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further that notice of such modification is provided to all parties to this
Agreement; and


(g)              
to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of
the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30);
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated
Interest Owner;


provided, further that no amendment
pursuant to any of clauses (a) through (g) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under




    	 	-573-	 



    	 	 



    

this Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under this Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or
rights of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the
affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the
consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity
as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless
the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in
which case such expense will be borne by the Trust.


This Agreement or any Custodial
Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of
the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders
and the Uncertificated Interest Owners; provided, however, that no such amendment shall:


(i)                reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a
Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of
the Holder of that Certificate, that Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable;


(ii)              reduce
the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest, the Holders (or, in the case of the Uncertificated
Interests, the owners) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that
Class then outstanding or of the Uncertificated Interest Owners, as applicable;


(iii)          change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


(iv)         change
the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated
Interest Owners or (B) Rating Agency Confirmation;


(v)             without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that
is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled
Certificateholders, as applicable, that are required to consent to any action or inaction under this Agreement, (B) the right of
the Certificateholders to




    	 	-574-	 



    	 	 



    

remove the Special Servicer pursuant
to this Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


(vi)         adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


(vii)       adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


(viii)       change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial
Purchaser.


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective with
the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian (if
the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent required
by this Section, the Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders, the Mortgage Loan Sellers,
the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the Master Servicer
shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder,
each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder, post a copy of such amendment to the Certificate Administrator’s Website,
and deliver a copy of such amendment to the Rule 17g-5 Information Provider who shall post a copy of such amendment to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent of
Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters
or the Initial Purchasers, as applicable, under this Section 12.07 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan Holders,
the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations as the
Trustee may prescribe; provided, however, that such method shall always be by affirmation and in writing.


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the Master
Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian), and/or the
Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment
(or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate
Administrator for any purpose described in clause (a) or (b) of the first sentence of this Section 12.07, then at
the expense of the Trust Fund), to the effect that such amendment will not cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify




    	 	-575-	 



    	 	 



    

as a grantor trust for federal income tax purposes
at any time that any Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate
tax rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Certificate Administrator is then
acting as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion
of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (a),
(b), (c) or (e) (which does not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or
the Certificate Administrator, as applicable) of the first sentence of this Section 12.07, then at the expense of the Trust
Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent
to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian) and
the Certificate Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the
Custodian’s (if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s, as applicable,
own rights, duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement shall provide (x) notice
of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a copy of the executed amendment no
later than the date of execution, to each Other Depositor (and counsel thereto) and Other Exchange Act Reporting Party under each Other
Pooling and Servicing Agreement (which may be by email) in order for each Companion Loan Holder to timely comply with its obligations
under the Exchange Act. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider,
for posting on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, prior
written notice of such proposed amendment.


Section 12.08                   Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in
and to the Trust Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such
loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Trust Loans, all principal
and interest received or receivable with respect to the Trust Loans (other than principal and interest payments due and payable prior
to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in the Collection
Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the Excess
Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to any Insurance Proceeds related to such Trust Loans and (ii) this Agreement shall constitute a
security agreement under applicable law. This Section 12.08 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.


Section 12.09          
Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii)
the next sentence, no Persons other than a party to




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this Agreement, any Companion Loan Holder (unless
it is the Mortgagor under the applicable Companion Loan or an Affiliate thereof), the Uncertificated Interest Owners and any Certificateholder,
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser
(with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights under
Section 2.02, Section 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder (in respect
of the rights afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Companion Loan
Holder under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article II,
Section 3.09(d)(i), Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged
Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f) and Section 5.03(i)), any Other
Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement), any Other Servicer
and Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification
of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination of Advances) and,
subject to Section 12.02 of this Agreement, any Certificateholder or any Uncertificated Interest Owner (which are intended
third-party beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder
(in the case of any Serviced Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such
Serviced Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was
a party hereto.


Without limiting the foregoing,
the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended
third-party beneficiary of this Agreement.


Section 12.10         
Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered
to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement, such
request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable, to the
Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder or
a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information may be
requested. The notice shall set forth the applicable Sections where such reports and information are requested.


Section 12.11      
Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 12.12 Submission to Jurisdiction.
EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE




    	 	-577-	 



    	 	 



    

FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN
INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES
HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW


 


Section 12.13      
Exchange Act Rule 17g-5 Procedures.


(a)              
Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this
Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency
regarding the Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Trust Loans,
including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Trust Loans relevant
to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications
with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding
the Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries
or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5
Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such
written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response
if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding
party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m.
or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall,
promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification
of, each Registered Rating Agency by electronic mail of the posting of such response.


(b)              
To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or
the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5
Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider
shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt of such response if received by 2:00 p.m. or, if received after




    	 	-578-	 



    	 	 



    

2:00 p.m., on the next Business
Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation
of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the
Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting
of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this
Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting
party believes is reasonably necessary for the applicable Rating Agency to make its decision.


(c)              
Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted
(but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement,
under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during
such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such
oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency
the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic
email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to
inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall
follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable
and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary,
communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website
in accordance with the procedures set forth in Section 12.13(h).


(d)              
Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses,
which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity),
joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a
third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or
other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such




    	 	-579-	 



    	 	 



    

Indemnifying Party’s breach of
Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g)
or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on
representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused
by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party
for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action
or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of
any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


(e)              
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting
in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s
failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies
that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if
the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5
Information Provider’s Website.


(f)               
None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing
information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard
to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special
Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Trust Loans to such Rating Agency in connection
with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the
Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information
Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5
Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after
12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;
or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend
to use such information in undertaking credit rating surveillance for any Class of Certificates (and the




    	 	-580-	 



    	 	 



    

party providing such information to a
Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)).


(g)              
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s
Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06
of this Agreement.


(h)              
The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make
available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic
document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5
Information Provider agree to do so in such format) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically
with a subject reference of “BMO 2022-C1” and an identification of the type of information being provided in the body of such
electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established
or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial):


(i)                
all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


(ii)             
all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a),
12.13(b) and 12.13(c);


(iii)                            any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l)
or by the Depositor;


(iv)            
any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information
Provider by the Depositor; and


(v)              
any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


The 17g-5 Information
Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received
by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the
posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered
Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website.


The Rule 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate,
complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered
or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website.
The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained




    	 	-581-	 



    	 	 



    

actual knowledge of any information only by
receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable.
Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5
Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information
Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which
certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency)
requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on
the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is
submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received
after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency
to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address
so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding
delivery of information to the Rule 17g-5 Information Provider may be directed (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BMO 2022-C1” in the subject line) (or to such other telephone number or e-mail address as the
Rule 17g-5 Information Provider may designate).


Upon delivery by the Depositor
to the 17g 5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g
5 Website (the “Pre-Close Information”), the 17g 5 Information Provider shall make such information available only
to the Depositor and to NRSROs via the 17g 5 Information Provider’s Website pursuant to this Section 12.13(h). Such information
shall be provided to the 17g 5 Information Provider via electronic media and delivered to the 17g 5 Information Provider as mutually agreed.
The Depositor shall not be entitled to direct the 17g 5 Information Provider to provide access to the Pre-Close Information or any other
information on the 17g 5 Information Provider’s Website to any designee or third party.


The 17g-5 Information
Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with
providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require
registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness
of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider
shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information was
delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “BMO 2022-C1” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5
Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices
to the electronic mail address(es) of such




    	 	-582-	 



    	 	 



    

Registered Rating Agency as provided by such
Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent
update of such electronic mail address(es) made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s
Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address(es)
of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


(i)                
In connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer,
Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document has
been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report, notice or other document to
the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information
Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s
Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or
other document to the Rule 17g-5 Information Provider.


(j)                
With respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee
shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt
from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Outside
Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider under this Agreement
for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider shall post on the
17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


(k)              
The Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information
Provider that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


(l)                
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect
to the Trust Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due
Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance
with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website
any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider




    	 	-583-	 



    	 	 



    

or from another party to this Agreement,
in accordance with the timeframe provided in Section 12.13(h).


(m)            
Neither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided
by a third party requires obtaining a Form ABS Due Diligence-15E. 


Section 12.14      
Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. It is expressly agreed and
understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled
to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan Documents.
Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Mortgage Loan Seller,
at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions of any section of a Loan Agreement
or securitization cooperation agreement providing for indemnification of the lender and/or its loan seller affiliates with respect to
the current securitization of the related Trust Loan, including, without limitation, executing any documents as are reasonably necessary
to permit the related Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer,
Special Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable
law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder or the Combined Uncertificated
VRR Interest Owner, would cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust
for federal income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the above rights of a
Mortgage Loan Seller under this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


Section 12.15      
Electronic Signatures.


Each of the parties hereto
agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate,
receipt or similar closing document delivered in connection with the closing of this transaction) may be conducted by electronic means.
Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement (or, if applicable,
such closing document) using an electronic signature, it is signing, adopting, and accepting this Agreement or such closing document and
that signing this Agreement or such closing document using an electronic signature is the legal equivalent of having placed its handwritten
signature on this Agreement or such closing document on paper. The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of
the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act and any other applicable law, including, without




    	 	-584-	 



    	 	 



    

limitation, any state law based on the Uniform
Electronic Transactions Act or the Uniform Commercial Code.


 


[Signature Pages Follow]




    	 	-585-	 



    	 	 



    

IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year first
above written.


	 	BMO COMMERCIAL MORTGAGE 
	 	SECURITIES LLC., as Depositor
	 	 
	 	 
	 	By:	
    /s/ David Schell

	 	 	Name: David Schell
	 	 	Title: Authorized Signatory


 


 


BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    


 


	 	KEYBANK NATIONAL ASSOCIATION, as Master Servicer
	 	 
	 	 
	 	By:	
    /s/ Michael A. Tilden

	 	 	Name: Michael A. Tilden
	 	 	Title: Vice President


 


 


BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    


 


	 	 
	 	CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer
	 	 
	 	 	 
	 	By:	
    /s/ Brian Hanson

	 	 	Name: Brian Hanson
	 	 	Title: Managing Director


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 



BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    


 


 


	 	 
	 	 
	 	SITUS HOLDINGS, LLC, as Special Servicer with respect to the 360 Rosemary Loan Combination
	 	 
	 	 	 
	 	By:	
    /s/ Adriana Boudreaux

	 	 	Name: Adriana Boudreaux
	 	 	Title: Deputy General Counsel



 


 


 


BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    

 


	 	 
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as Special Servicer with respect to the 111 River Street Loan Combination
	 	 
	 	 	 
	 	By:	
    /s/ Michael A. Tilden

	 	 	Name: Michael A. Tilden
	 	 	Title: Vice President



 


 


BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    



 


	 	PARK BRIDGE LENDER SERVICES LLC
	 	as Operating Advisor and as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr. 
	 		Name:  Robert J. Spinna, Jr. 
	 		Title: Managing Member  



 


BMO 2022-C1 – Pooling and Servicing Agreement




    	 



    	 	 



    

 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator 
	 	 
	 	 
	 	By:	
    /s/ Anna M. Lopez

	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President


 


 


 


BMO 2022-C1 – Pooling and Servicing Agreement




    	 



    	 	 



    

 


	 	WILMINGTON TRUST, NATIONAL
	 	ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	
    /s/ Jacob Stapleford

	 	 	Name: Jacob Stapleford
	 	 	Title: Banking Officer


 


 


 


 


BMO 2022-C1 – Pooling and Servicing Agreement



    	 



    	 	 



    

 





 


EXHIBIT
A-1


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 



    A-1-1 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-1 


 


	Pass-Through Rate: 2.19800% per annum	 	 
	 	 	 
	First Distribution Date: March 17, 2022	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $17,581,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2026
	 	 	 
	CUSIP: 05609MBY0 	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN: US05609MBY03 	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class
X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D
and Class 111E Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-1-2 


     


    Association, as Trustee. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-1 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar month preceding the month in
which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-1-3 


     


    This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 



    A-1-4 


     


    Distribution Account or
any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder
or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 



    A-1-5 


     


    in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 



    A-1-6 


     


    	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the


 



    A-1-7 


     


    descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-1-8 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, not in its individual capacity but solely 

as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	
    COMPUTERSHARE
    TRUST COMPANY, NATIONAL

    ASSOCIATION,
    not in its individual capacity but solely

    as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-1-9 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1 Certificates
to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date:                  


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number


 


 



    A-1-10 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________



Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 


 




 



    A-1-11 


     


    EXHIBIT
A-2


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


3        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


4        Global
Certificate legend.


 



    A-2-1


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-2


 


	Pass-Through Rate: 3.28100% per annum	 	 
	 	 	 
	First Distribution Date: March 17, 2022	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $150,154,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2027
	 	 	 
	CUSIP:  05609MBZ7 	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	ISIN: US05609MBZ77 	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B,
Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class
360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class
111E Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders of Certificates are
collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-2-2


     


    Association, as Trustee. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-2 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges,
as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar month preceding the month in
which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-2-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 



    A-2-4


     


    Distribution Account or
any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to
the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder
or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced
by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 



    A-2-5


     


    in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 



    A-2-6


     


    	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the


 



    A-2-7


     


    descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-2-8


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, not in its individual capacity but solely 

as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


Dated: February 28, 2022 


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, not in its individual capacity but solely 

as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


 



    A-2-9


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2 Certificates
to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date: _________________


 


 


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number


 


 




 



    A-2-10


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________



Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 


 



    A-2-11


     


     


 


 


 


EXHIBIT A-3


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


	 	5	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	6	Global Certificate legend.



    A-3-1 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-3


 


	Pass-Through Rate: 2.95000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates: $67,774,000	Scheduled Final Distribution Date: the Distribution Date in December 2029
	 	 
	CUSIP: 05609MCA1	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN: US05609MCA18	 
	 	 
	No.: [1]	 


 


This certifies that [         ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-3-2 


     


    Association, as Trustee. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-3 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-3-3 


     


    This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 



    A-3-4 


     


    Distribution Account or
any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated
Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 



    A-3-5 


     


    in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 



    A-3-6 


     


    	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan in respect of any Mortgage Loan or Trust Subordinate Companion Loans then included in the Trust
Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,
minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the


 



    A-3-7 


     


    descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-3-8 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-3
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



    A-3-9 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates to the
above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date: ______________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



    A-3-10 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ____________________________________________________________________________________________________________________________


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.


This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



    A-3-11 


     


    EXHIBIT A-4


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 

 


 


	 	7	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	8	Global Certificate legend.



    A-5-1


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-4


 


	Pass-Through Rate: 3.11900% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates: $191,001,000	Scheduled Final Distribution Date: the Distribution Date in December 2031
	 	 
	CUSIP: 05609MCB9	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN: US05609MCB90	 
	 	 
	No.: [1]	 


 


This certifies that [      
] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-5-2


     


    Association, as Trustee. To the
extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-4 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-5-3


     


    This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 



    A-5-4


     


    Distribution Account or
any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated
Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 



    A-5-5


     


    in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 



    A-5-6


     


    	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan in respect of any Mortgage Loan or Trust Subordinate Companion Loans then included in the Trust
Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,
minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the


 



    A-5-7


     


    descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-5-8


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-4
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



    A-5-9


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4 Certificates to the
above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



    A-5-10


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ____________________________________________________________________________________________________________________________


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



    A-5-11


     


     


EXHIBIT A-5


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]9


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


	 	9	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	10	Global Certificate legend.


 



     A-5-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-5


 


	Pass-Through Rate: the lesser of 3.37400% per annum and the WAC Rate	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates: $318,660,000	Scheduled Final Distribution Date: the Distribution Date in January 2032
	 	 


	
    CUSIP: 05609MCC7

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN: US05609MCC73

     
	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class A-5 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 


 



     A-5-2


     


     


Association, as Trustee. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-5 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


 



     A-5-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 


 



     A-5-4


     


     


	 	 	Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 


 



     A-5-5


     


     


	 	 	in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


 



     A-5-6


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the


 


 



     A-5-7


     


     


descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-5-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-5
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  



     A-5-9


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the
above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



     A-5-10


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  



     A-5-11


     


     


EXHIBIT A-6


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


	 	11	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	12	Global Certificate legend.


 



     A-6-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-AB


 


	Pass-Through Rate: 3.35100% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates: $25,170,000	Scheduled Final Distribution Date: the Distribution Date in September 2031
	 	 


	
    CUSIP: 05609MCD5

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN: US05609MCD56 	 
	 	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 


 



     A-6-2


     


     


Association, as Trustee. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


 



     A-6-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 


 



     A-6-4


     


     


	 	 	Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 


 



     A-6-5


     


     


	 	 	in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


 



     A-6-6


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the


 


 



     A-6-7


     


     


descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-6-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


 


 


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


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-AB
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-6-9


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-AB Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class A-AB Certificates to
the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



     A-6-10


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-6-11


     


     


EXHIBIT A-7


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB
AND CLASS A-S certificates. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


	 	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	2	Global Certificate legend.


 



     A-7-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-A


 


	Pass-Through Rate: Variable IO3	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates: $863,881,000	Scheduled Final Distribution Date: the Distribution Date in January 2032
	 	 


	
    CUSIP: 05609MCE3

     
	Initial Notional Amount of this Certificate: $[_____]
	ISIN: US05609MCE30 	 
	 	 
	No.: [1] 	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management


 


 


 

 


	 	3	The initial approximate Pass-Through Rate as of the Closing Date is 0.49096% per annum.


 


 



     A-7-2


     


     


LLC, as a Special Servicer, Situs
Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination, as a Special Servicer, KeyBank National Association, solely with
respect to the 111 River Street Loan Combination, as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-A Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such


 


 



     A-7-3


     


     


Certificateholder’s failure
to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


 



     A-7-4


     


     


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each


 


 



     A-7-5


     


     


 


	 	 	Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the


 


 



     A-7-6


     


     


 


	 	 	right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final


 


 



     A-7-7


     


     


payment or other liquidation (or any
advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one
years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph shall
be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-7-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-7-9


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A Certificates to the
above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-7-10


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-7-11


     


     


EXHIBIT A-8


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 


 

 


	 	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	2	Global Certificate legend.


 



     A-8-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS A-S


 


	Pass-Through Rate: the lesser of 3.67600% per annum and the WAC Rate	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates: $93,541,000	Scheduled Final Distribution Date: the Distribution Date in January 2032
	 	 


	
    CUSIP: 05609MCF0

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN: US05609MCF05

     
	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class B, Class C, Class X-B, Class X-D,
Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class
360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates
(together with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 


 



     A-8-2


     


     


Association, as Trustee. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class A-S Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


 



     A-8-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 


 



     A-8-4


     


     


 


	 	 	Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 


 



     A-8-5


     


     


 


	 	 	in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


 



     A-8-6


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the


 


 



     A-8-7


     


     


descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-8-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-8-9


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S Certificates to the
above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-8-10


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


 


Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________________
_____________________________________________________________________________________________________________________________ Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-8-11


     


     


 


EXHIBIT A-9


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 

 


 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 



    A-9-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS B


 


	Pass-Through Rate:  the lesser of 3.46800% per annum and the WAC Rate	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $52,273,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 
	CUSIP:  05609MCG8	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN: US05609MCG87	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class C, Class
X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D
and Class 111E Certificates (together with the Class B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-9-2


     


     


Association, as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


 



    A-9-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 


 



    A-9-4


     


     


 


	 	 	Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 



    A-9-5


     


     


	 	 	in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


 



    A-9-6


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the


 



    A-9-7


     


     


descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-9-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class B Certificate to be duly executed.


 


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


 


	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


 


 



    A-9-9


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B Certificates
to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________


  


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 


 


	 	Taxpayer Identification Number


 



    A-9-10


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-9-11


     


     


EXHIBIT A-10


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 

 


 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 



    A-10-1


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS C


 


	Pass-Through Rate:  The lesser of 3.61700% and the WAC Rate	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $49,522,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 
	CUSIP:  05609MCH6	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN: US05609MCH60	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D
and Class 111E Certificates (together with the Class C Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National


 



    A-10-2


     


     


Association, as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class C Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


 



    A-10-3


     


     


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the


 



    A-10-4


     


     


	 	 	Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result


 


 



    A-10-5


     


     


 


	 	 	in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


 



    A-10-6


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the


 



    A-10-7


     


     


descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-10-8


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class C Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


 


 



    A-10-9


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C Certificates
to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-10-10


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 


 



    A-10-11


     


     


EXHIBIT
A-11


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-b


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE 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.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 

 


 


1        Temporary
Regulation S Global Certificate legend.


 


2        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3        Global
Certificate legend.


 



    A-11-1


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-11-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-B


 


	Pass-Through Rate:  Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $101,795,000	Scheduled Final Distribution Date:  the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MAW55

    U0947MAL86

    05609MAX37

    

     
	Initial Notional Amount of this Certificate: $[_____]
	 	 
	ISIN:     US05609MAW558

USU0947MAL829

US05609MAX3910 	 
	 	 
	Common Code: 24531066	 
	No.:  [1]	 
	 	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 

 


 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 0.22676% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 



    A-11-3


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class
F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR,
Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-B Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 



    A-11-4


     


     


given pursuant to Section 9.01 of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



    A-11-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 


 



    A-11-6


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


 



    A-11-7


     


     


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the


 



    A-11-8


     


     


Pooling and Servicing Agreement with respect to the
Certificates, the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date
occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders
of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or
Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-11-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-11-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class X-B Certificates
to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-11-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-11-12


     


     


EXHIBIT
A-12


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 

 


 


1        Temporary
Regulation S Global Certificate legend.


 


2        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3        Global
Certificate legend.


 



    A-12-1


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-12-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-D


 


	Pass-Through Rate:  Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $55,024,000	Scheduled Final Distribution Date:  the Distribution Date in February 2032
	 	 


	CUSIP:  05609MAY15

U0947MAM66

05609MAZ87 	Initial Notional Amount of this Certificate: $[_____]
	 	 
	ISIN:     US05609MAY128

USU0947MAM65 9

US05609MAZ86 10 	 
	 	 
	Common Code: 245431082	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 

 


 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 1.76725% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 



    A-12-3


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class
F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR,
Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-D Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 



    A-12-4


     


     


given pursuant to Section 9.01 of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



    A-12-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
	 	 	 



    A-12-6


     


     


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


 



    A-12-7


     


     


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the


 



    A-12-8


     


     


Pooling and Servicing Agreement with respect to the
Certificates, the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date
occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders
of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or
Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-12-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class X-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-12-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D Certificates
to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-12-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-12-12


     


     


EXHIBIT
A-13


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-F CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 

 


 


1        Temporary
Regulation S Global Certificate legend.


 


2        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3        Global
Certificate legend.


 



    A-13-1


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND
THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-13-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-F


 


	Pass-Through Rate:  Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates:  $13,756,000	Scheduled Final Distribution Date:  the Distribution Date in February 2032
	 	 


	CUSIP:  05609MBA25

U0947MAN46

05609MBB07 	Initial Notional Amount of this Certificate: $[_____]
	 	 
	ISIN:     US05609MBA278

USU0947MAN499

US05609MBB00 10 	 
	 	 
	Common Code: 245431112	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 

 


 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 1.51725% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 



    A-13-3


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-G, Class X-H, Class X-J, Class D, Class E, Class
F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR,
Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class X-F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-F Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-F Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for


 



    A-13-4


     


     


cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses
shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the


 



    A-13-5


     


     


Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated
Interest Owners or, as applicable, any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or


 


 



    A-13-6


     


     


 


	 	 	materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


 



    A-13-7


     


     


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the
purchase of the Trust Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the


 



    A-13-8


     


     


Pooling and Servicing Agreement with respect to the
Certificates, the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date
occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders
of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or
interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or
Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-13-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class X-F
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-13-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-F Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-F Certificate of the entire Percentage Interest represented by the within Class X-F Certificates to the
above-named Assignee(s) and to deliver such Class X-F Certificate to the following address:


 


Date: _________________


 


 


	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-13-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-13-12


     


     


 


EXHIBIT
A-14


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-G CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 


 

 


 


 


	1	Temporary Regulation S Global Certificate legend.


 


	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	3	Global Certificate legend.


 


 


 



    A-14-1 


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND
THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-14-2 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-G


 


	Pass-Through Rate: Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-G Certificates: $17,883,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:    05609MBC85

    U0947MAP96

    05609MBD67

     

    

    

    

     
	Initial Notional Amount of this Certificate: $[_____]
	
    ISIN:      US05609MBC828

    USU0947MAP969

    US05609MBD6510

     
	 
	Common Code: 245431147	 
	No.: [1]	 


 


This certifies that [         
] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


 


	4	The initial approximate Pass-Through Rate as of the Closing Date is 1.51725% per annum.


 


	5	For Rule 144A Certificates


 


	6	For Regulation S Certificates


 


	7	For IAI Certificates


 


	8	For Rule 144A Certificates


 


	9	For Regulation S Certificates


 


	10	For IAI Certificates


 


 


 



    A-14-3 


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-H, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A,
Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class X-G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-G Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-G Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for


 


 



    A-14-4 


     


     


cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses
shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the


 


 



    A-14-5 


     


     


Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated
Interest Owners or, as applicable, any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	
    to modify the procedures in the Pooling and Servicing
    Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate
    Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s
    consent (which consent may not be withheld unless such modification would materially adversely affect such party or

     



 



    A-14-6 


     


     


	 	 	materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 



    A-14-7 


     


     


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the


 


 



    A-14-8 


     


     


Pooling and Servicing Agreement with respect to the
Certificates, the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date
occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders
of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-14-9 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-G Certificate to be duly executed.


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	Dated: February 28, 2022	 	 


 


 


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class X-G
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-14-10 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-G Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-G Certificate of the entire Percentage Interest represented by the within Class X-G Certificates to the
above-named Assignee(s) and to deliver such Class X-G Certificate to the following address:


 


Date: _________________


 


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-14-11 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-14-12 


     


    EXHIBIT
A-15


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-H CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 


 

 


 


 


	1	Temporary Regulation S Global Certificate legend.


 


	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	3	Global Certificate legend.


 


 


 



    A-15-1 


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND
THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-15-2 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-H


 


	Pass-Through Rate: Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-H Certificates: $23,385,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:   05609MBE45

    U0947MAQ76

    05609MBF17

     
	Initial Notional Amount of this Certificate: $[_____]
	
    ISIN:      US05609MBE498

    USU0947MAQ799

    US05609MBF1410

     
	 
	Common Code: 245431163	 
	No.: [1]	 


 


This certifies that [         
] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class X-H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


	4	The initial approximate Pass-Through Rate as of the Closing Date is 1.51725% per annum.


 


	5	For Rule 144A Certificates


 


	6	For Regulation S Certificates


 


	7	For IAI Certificates


 


	8	For Rule 144A Certificates


 


	9	For Regulation S Certificates


 


	10	For IAI Certificates


 


 


 



    A-15-3 


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-J, Class D, Class E, Class F, Class
G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A,
Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class X-H Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class X-H Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-H Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for


 


 



    A-15-4 


     


     


cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses
shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the


 


 



    A-15-5 


     


     


Custodian (if the Certificate Administrator is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated
Interest Owners or, as applicable, any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or


 



    A-15-6 


     


     


	 	 	materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class
Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the
Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan
Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 



    A-15-7 


     


     


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the


 


 



    A-15-8 


     


     


Pooling and Servicing Agreement with respect to the
Certificates, the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing
Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date
occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders
of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement,
(ii) the exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest
therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-15-9 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-H Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class X-H
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


 


 


 



    A-15-10 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-H Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-H Certificate of the entire Percentage Interest represented by the within Class X-H Certificates to the
above-named Assignee(s) and to deliver such Class X-H Certificate to the following address:


 


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-15-11 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-15-12 


     


    EXHIBIT A-16


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-J


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-J CERTIFICATE WILL
NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 


 

 


 


	1	 Temporary Regulation S Global Certificate legend.


 


	2 	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


	3	Global Certificate legend.


 


 


 



    A-16-1 


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND
THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-16-2 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS X-J


 


	Pass-Through Rate: Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class X-J Certificates: $24,761,779	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:
     05609MBG95

    U0947MAR5 6

    05609MBH7 7

    

    

     
	Initial Notional Amount of this Certificate: $[_____]
	
    ISIN:      US05609MBG968

    USU0947MAR529

    US05609MBH79 10

     
	 
	Common Code: 245431180	 
	 	 
	No.: [1]	 


 


This certifies that [ ] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class
X-J Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee
and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust
Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and


 


 


 

 


	4	The initial approximate Pass-Through Rate as of the Closing Date is 1.51725% per annum.


 


	5	For Rule 144A Certificates


 


	6	For Regulation S Certificates


 


	7	For IAI Certificates


 


	8	For Rule 144A Certificates


 


	9	For Regulation S Certificates


 


	10	For IAI Certificates


 


 


 



    A-16-3 


     


     


conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class
B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D
and Class 111E Certificates (together with the Class X-J Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class X-J Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class X-J Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders,


  



    A-16-4 


     


     


whereupon the Trust Fund shall terminate. If any Certificates
as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 



    A-16-5 


     


     


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	
    to modify the procedures in the Pooling and Servicing
    Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate
    Administrator, the Operating Advisor, the Asset Representations Reviewer, the

     



 



    A-16-6 


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are 


 



    A-16-7 


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-16-8 


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-16-9 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-J Certificate to be duly executed.


 


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class X-J
Certificates referred to in the Pooling and Servicing Agreement.


 


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-16-10 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class X-J Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class X-J Certificate of the entire Percentage Interest represented by the within Class X-J Certificates to the
above-named Assignee(s) and to deliver such Class X-J Certificate to the following address:


 


Date: _________________


 


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-16-11 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
  Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-16-12 


     


    EXHIBIT A-17


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


 


	1	Temporary Regulation S Global Certificate legend.


 


	2 	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


	3	Global Certificate legend.


 


 



    A-17-1 


     


     


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT
OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-17-2 


     


    BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS D


 


	Pass-Through Rate: 2.00000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $31,639,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:
     05609MBJ3 4

    U0947MAS3 5

    05609MBK06

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:      US05609MBJ367

    USU0947MAS368

    US05609MBK099

     
	 
	Common Code: 245430914	 
	 	 
	No.: [1]	 


 


This certifies that [ ] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class
D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and,
other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund
was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision
of this


 


 


 

 


 


	4	For Rule 144A Certificates


 


	5	For Regulation S Certificates


 


	6	For IAI Certificates


 


	7	For Rule 144A Certificates


 


	8	For Regulation S Certificates


 


	9	For IAI Certificates


 


 


 



    A-17-3 


     


     


Certificate shall be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class E, Class F, Class
G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A,
Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class D Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 


 



    A-17-4 


     


     


given pursuant to Section 9.01 of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 



    A-17-5 


     


     


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 



 


 



    A-17-6 


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are 


 



    A-17-7 


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-17-8 


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-17-9 


     


    IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class D Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class D Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


 



    A-17-10 


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D Certificates to the above-named
Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________


 


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-17-11 


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-17-12 


     


     


 


EXHIBIT A-18


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


	 	1	Temporary Regulation S Global Certificate legend.


 


	 	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	3	Global Certificate legend.


 


 



     A-18-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



     A-18-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS E


 


	Pass-Through Rate: 2.00000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $23,385,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MBL84

    U0947MAT15

    05609MBM66

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:     US05609MBL817

    USU0947MAT198

    US05609MBM649

     
	 
	Common Code: 245430949	 
	 	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


	 	4	For Rule 144A Certificates


 


	 	5	For Regulation S Certificates


 


	 	6	For IAI Certificates


 


	 	7	For Rule 144A Certificates


 


	 	8	For Regulation S Certificates


 


	 	9	For IAI Certificates


 


 



     A-18-3


     


     


Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class F, Class G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E,
Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class E Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 


 



     A-18-4


     


     


given pursuant to Section 9.01 of
the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



     A-18-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 


 



     A-18-6


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



     A-18-7


     


     


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



     A-18-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-18-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class E Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class E Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-18-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates to the above-named
Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-18-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-18-12


     


     


EXHIBIT A-19


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


	 	1	Temporary Regulation S Global Certificate legend.


 


	 	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	3	Global Certificate legend.


 


 



     A-19-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



     A-19-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS F


 


	Pass-Through Rate: 2.25000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $13,756,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MBN44

    U0947MAU85

    05609MBP96

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:     US05609MBN487

    USU0947MAU818

    US05609MBP959

     
	 
	Common Code: 245430965	 
	 	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


	 	4	For Rule 144A Certificates


 


	 	5	For Regulation S Certificates


 


	 	6	For IAI Certificates


 


	 	7	For Rule 144A Certificates


 


	 	8	For Regulation S Certificates


 


	 	9	For IAI Certificates


 


 



     A-19-3


     


     


Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class E, Class G, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E,
Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class F Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 


 



     A-19-4


     


     


given pursuant to Section 9.01 of
the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



     A-19-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 


 



     A-19-6


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



     A-19-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



     A-19-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-19-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class F Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class F Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-19-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class F Certificates to the above-named
Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-19-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-19-12


     


     


EXHIBIT A-20


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


	 	1	Temporary Regulation S Global Certificate legend.


 


	 	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	3	Global Certificate legend.


 


 



     A-20-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



     A-20-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS G


 


	Pass-Through Rate: 2.25000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class G Certificates: $17,883,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MBQ74

    U0947MAV65

    05609MBR56

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:     US05609MBQ787

    USU0947MAV648

    US05609MBR519

     
	 
	Common Code: 245430981	 
	 	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


	 	4	For Rule 144A Certificates


 


	 	5	For Regulation S Certificates


 


	 	6	For IAI Certificates


 


	 	7	For Rule 144A Certificates


 


	 	8	For Regulation S Certificates


 


	 	9	For IAI Certificates


 


 



     A-20-3


     


     


Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class E, Class F, Class H, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E,
Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class G Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 


 



     A-20-4


     


     


given pursuant to Section 9.01 of
the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



     A-20-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 


 



     A-20-6


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



     A-20-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



     A-20-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-20-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class G Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class G Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-20-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class G Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class G Certificates to the above-named
Assignee(s) and to deliver such Class G Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-20-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  



     A-20-12


     


     


EXHIBIT A-21


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


	 	1	Temporary Regulation S Global Certificate legend.


 


	 	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	3	Global Certificate legend.


 


 



     A-21-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



     A-21-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS H


 


	Pass-Through Rate: 2.25000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class H Certificates: $23,385,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MBS34

    U0947MAW45

    05609MBT16

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:     US05609MBS357

    USU0947MAW488

    US05609MBT189

     
	 
	Common Code: 245430981	 
	 	 
	No.: [1]	 


 


This certifies that [          ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 


 

 


	 	4	For Rule 144A Certificates


 


	 	5	For Regulation S Certificates


 


	 	6	For IAI Certificates


 


	 	7	For Rule 144A Certificates


 


	 	8	For Regulation S Certificates


 


	 	9	For IAI Certificates


 


 



     A-21-3


     


     


Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class E, Class F, Class G, Class J, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E,
Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class H Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class H Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been


 


 



     A-21-4


     


     


given pursuant to Section 9.01 of
the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out
of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second
notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


 



     A-21-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 


 



     A-21-6


     


     


 


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



     A-21-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



     A-21-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



     A-21-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class H Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class H Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



     A-21-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class H Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class H Certificate of the entire Percentage Interest represented by the within Class H Certificates to the above-named
Assignee(s) and to deliver such Class H Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-21-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-21-12


     


     


 


EXHIBIT A-22


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS J


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 

 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Global Certificate legend.


 



    A-22-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED
IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., GOLDMAN
SACHS & CO., DEUTSCHE BANK SECURITIES INC. OR J.P. MORGAN SECURITIES LLC, (II) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND
DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL
PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR
OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-22-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS J


 


	Pass-Through Rate: 2.25000% per annum	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class J Certificates: $24,761,779	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MBU84

    U0947MAX25

    05609MBV66

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:      US05609MBU807

    USU0947MAX218

    US05609MBV63 9

     
	 
	 	 
	Common Code: 245431040	 
	 	 
	No.: [1]	 


 


This certifies that [             ]
is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class J Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in
the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is
any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this
Certificate shall


 


 

 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 



    A-22-3


     


     


be superseded to the extent of such
inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class
F, Class G, Class H, Class R, Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A,
Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class J Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class J Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders


 



    A-22-4


     


     


concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 



    A-22-5


     


     


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency


 



    A-22-6


     


     


	 	 	Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 



    A-22-7


     


     


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution


 



    A-22-8


     


     


Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-22-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class J Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class J Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-22-10


     


    ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class J Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class J Certificate of the entire Percentage Interest represented by the within Class J Certificates to the above-named
Assignee(s) and to deliver such Class J Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-22-11


     


    DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-22-12


     


     


EXHIBIT A-23


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF
A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND
(B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH
INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN EACH OF FOUR “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE
SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET
FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE
CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE
A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN
THE


 



    A-23-1


     


     


FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE
TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER
U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE
DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER
TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


TRANSFERS OF THIS CERTIFICATE AND/OR
INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER
RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS
ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 



    A-23-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS R


 


	Percentage Interest: [ ]%	 
	 	 
	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).	 
	 	 


	
    CUSIP: 05609M BW4

     
	 
	
    ISIN: US05609MBW47

     
	 
	 	 
	No.: [1]	 


 


This certifies that [            
] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in
the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is
any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F,
Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class S, Class 360A, Class 360X, Class 360B, Class
360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the
Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”),
the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    A-23-3


     


     


This Certificate represents the
“residual interest” in each of four “real estate mortgage investment conduits,” as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, with respect to the
Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates or the failure of any Uncertificated
Interest Owners to surrender their Uncertificated Interests shall be set aside and held in trust for the account of the appropriate non
tendering Certificateholders or non-surrendering Uncertificated Interest Owners whereupon the Trust Fund shall terminate. If any Certificates
or Uncertificated Interests as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders or Uncertificated Interest Owners, as applicable, at their
last addresses shown in the Certificate Register, to surrender their Certificates or Uncertificated Interests, as applicable, for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any
Certificate or Uncertificated Interest shall not have been surrendered for cancellation, the Certificate Administrator may, directly or
through an agent, take appropriate steps to contact the remaining Certificateholders or Uncertificated Interest Owners, as applicable,
concerning surrender of their Certificates or Uncertificated Interests, as applicable. The costs and expenses of maintaining such funds
and of contacting Certificateholders or Uncertificated Interest Owners shall be paid out of the assets which remain held. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any Certificates or Uncertificated Interests
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof or the Uncertificated Interest Owners, as applicable. No interest shall accrue or be payable to any Certificateholder
or any Uncertificated Interest Owner on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
or such Uncertificated Interest Owner’s failure to surrender its Uncertificated Interest, as applicable, for final payment thereof
in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the


 



    A-23-4


     


     


Mortgage Loans and the Trust Subordinate
Companion Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution
(exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any
REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv) all
revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent
of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to
the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and
Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security
for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and Trust Subordinate Companion Loan deposited
in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan
Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier
Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests; (xii) the Loss of Value Reserve Fund;
(xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced


 



    A-23-5


     


     


	 	 	by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling


 



    A-23-6


     


     


	 	 	and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 



    A-23-7


     


     


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be


 



    A-23-8


     


     


deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-23-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class R Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class R Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-23-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R Certificates to the above-named
Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-23-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-23-12


     


     


EXHIBIT
A-24


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS S


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW,
ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT
OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE
MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED
BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND
THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS
(OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL
INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE LOANS AND AMOUNTS
HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 



    A-24-1


     


     


TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN
ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS,
AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 



    A-24-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS S


 


	Percentage Interest: [          ]%	 
	 	 
	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).	 
	 	 


	
    CUSIP:    05609MDJ11

    05609MDK82

     
	 
	
    ISIN:       US05609MDJ183

    US05609MDK80 4

     
	 
	 	 
	No.: [1]	 


 


This certifies that [             ]
[as nominee] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class
S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and,
other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund
was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to
be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class
X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class 360A, Class 360X, Class 360B,
Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together
with the Class S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein
as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management


 


 

 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Rule 144A Certificates


 


4
For IAI Certificates


 



    A-24-3


     


     


LLC, as a Special Servicer, Situs
Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination, as a Special Servicer, KeyBank National Association, solely with
respect to the 111 River Street Loan Combination, as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate represents a
beneficial ownership interest in certain assets of a grantor trust consisting primarily of any Excess Interest collected on the ARD Mortgage
Loans and amounts held from time to time 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 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
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount then distributable, if any,
with respect to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more specifically set
forth herein and in the Pooling and Servicing Agreement.


 



    A-24-4


     


     


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related


 



    A-24-5


     


     


	 	 	Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be


 



    A-24-6


     


     


	 	 	considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no amendment pursuant
to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to receive information
under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling Class Representative;
(B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement of the Operating Advisor
without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage Loan Seller under the
Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller;
(D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter
or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses
incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special
Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be
borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 



    A-24-7


     


     


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and


 



    A-24-8


     


     


Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-24-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class S Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Class S Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-24-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class S Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class S Certificates to the above-named
Assignee(s) and to deliver such Class S Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-24-11


     


     


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-24-12


     


     


EXHIBIT A-25


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE


 


 

 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 



    A-25-1


     


     


HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION”
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF,
REGULATION S UNDER THE SECURITIES ACT.


 


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-25-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360A


 


	Pass-Through Rate: 3.77600% per annum.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360A Certificates: $20,750,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:    05609MCU74

    U0947MBE35

    05609MCV56

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:       US05609MCU717

USU0947MBE318

US05609MCV549	 
	 	 
	No.: [1]	 


 


This certifies that [                  ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this


 


 

 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 



    A-25-3


     


     


Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J,
Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class S, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class
360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates (together with the Class 360A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest
and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360A Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loans, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360A Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders,


 



    A-25-4


     


     


whereupon the Trust Fund shall terminate.
If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within
one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may,
directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to
the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary.


 



    A-25-5


     


     


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the


 



    A-25-6


     


     


	 	 	Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 



    A-25-7


     


     


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-25-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-25-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360A Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-25-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360A Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360A Certificate of the entire Percentage Interest represented by the within Class 360A Certificates to
the above-named Assignee(s) and to deliver such Class 360A Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-25-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-25-12


     


     


EXHIBIT A-26


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360X


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED
IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS 360A CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS 360X CERTIFICATE WILL NOT BE ENTITLED TO
RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 


 

 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 



    A-26-1


     


     


CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT.


 


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-26-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360X


 


	Pass-Through Rate: Variable IO4	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class 360X Certificates: $20,750,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:   05609MCW35

    U0947MBF06

    05609MCX17

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	
    ISIN:      US05609MCW388

    USU0947MBF069

    US05609MCX1110

     
	 
	 	 
	No.: [1]	 


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360X Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and


 


 

 


4
The initial approximate Pass-Through Rate as of the Closing Date is 0.17100% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 



    A-26-3


     


     


conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class
H, Class J, Class R, Class S, Class 360A, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C,
Class 111D and Class 111E Certificates (together with the Class 360X Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the
111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable, if any, with respect to the Class 360X Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected in respect
of the 360 Rosemary Trust Subordinate Companion Loans, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360X Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 



    A-26-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-26-5


     


     


and neither the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of
them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 



    A-26-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 



    A-26-7


     


     


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-26-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-26-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360X Certificate to be duly executed.


  


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360X
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-26-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360X Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360X Certificate of the entire Percentage Interest represented by the within Class 360X Certificates to
the above-named Assignee(s) and to deliver such Class 360A Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-26-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-26-12


     


     


EXHIBIT A-27


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 

 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 



    A-27-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT
OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT.


 


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-27-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360B


 


	Pass-Through Rate: The Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan4.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360B Certificates: $18,495,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:    05609MCY95

    U0947MBG86

    05609MCZ67

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:       US05609MCY938

USU0947MBG889

US05609MCZ6810	 
	 	 
	No.: [1]	 


 


This certifies that [            ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 

 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.94700%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 



    A-27-3


     


     


below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E
Certificates (together with the Class 360B Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360B Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360B Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 



    A-27-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-27-5


     


     


and neither the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of
them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 



    A-27-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 



    A-27-7


     


     


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-27-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-27-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360B Certificate to be duly executed.


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-27-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360B Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360B Certificate of the entire Percentage Interest represented by the within Class 360B Certificates to
the above-named Assignee(s) and to deliver such Class 360B Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-27-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-27-12


     


     


EXHIBIT A-28


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 

 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 



    A-28-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT.


 


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-28-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360C


 


	Pass-Through Rate: The Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan4.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360C Certificates: $18,650,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:   05609MDA05

    U0947MBH66

    05609MDB87

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:      US05609MDA098

USU0947MBH619

US05609MDB8110	 
	 	 
	No.: [1]	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 


 

4 The initial approximate
Pass-Through Rate as of the Closing Date is 3.94700% per annum.


5 For Rule 144A Certificates


6 For Regulation
S Certificates


7 For IAI Certificates


8 For Rule 144A Certificates


9 For Regulation
S Certificates


10 For IAI Certificates


 


 



    A-28-3


     


     


below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R, Class
S, Class 360A, Class 360X, Class 360B, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E
Certificates (together with the Class 360C Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360C Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360C Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 



    A-28-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street Threshold
Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-28-5


     


     


and neither the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of
them shall be affected by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 



    A-28-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 



    A-28-7


     


     


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate, notify
the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and the Uncertificated
Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-28-8


     


     


with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising
its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust
Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-28-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360C Certificate to be duly executed.


 


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


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-28-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360C Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360C Certificate of the entire Percentage Interest represented by the within Class 360C Certificates to
the above-named Assignee(s) and to deliver such Class 360C Certificate to the following address:


 


Date: _________________


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-28-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ______________________________________________________ _____________________________________________________________________________________________________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________. This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-28-12


     


     


 


EXHIBIT A-29


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 

 


 


	 	1	Temporary Regulation S Global Certificate legend.


 


	 	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


	 	3	Global Certificate legend.


 


 



    A-29-1


     


     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



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BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360D


 


	Pass-Through Rate:  The Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan4.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360D Certificates:  $17,919,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	CUSIP:  05609MDC65

U0947MBJ26

05609MDD47	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN:    US05609MDC648

USU0947MBJ289

US05609MDD4810 	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 

 


 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 3.94700% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 



    A-29-3


     


     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class
111E Certificates (together with the Class 360D Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360D Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360D Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-29-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-29-5


     


     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-29-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-29-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-29-8


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-29-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360D Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely
 as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-29-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360D Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360D Certificate of the entire Percentage Interest represented by the within Class 360D Certificates to
the above-named Assignee(s) and to deliver such Class 360D Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-29-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions:                                                                                                              


 


 

 


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-29-12


     


     


EXHIBIT A-30


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE 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


 


 

 


 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 



    A-30-1


     


     


SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION”
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF,
REGULATION S UNDER THE SECURITIES ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-30-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360E


 


	Pass-Through Rate:  The Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360E Certificates: $18,838,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	
    CUSIP:  05609MDE24

    U0947MBK95

    05609MDF96

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN:    US05609MDE217

USU0947MBK908

US05609MDF959 	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 

 


 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.94700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates


 



    A-30-3


     


     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class
111E Certificates (together with the Class 360E Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360E Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360D Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-30-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-30-5


     


     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-30-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-30-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-30-8


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-30-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360E Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360E
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely
 as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-30-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360E Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360E Certificate of the entire Percentage Interest represented by the within Class 360E Certificates to
the above-named Assignee(s) and to deliver such Class 360E Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-30-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions:                                                                                                               


 


 

 


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-30-12


     


     


EXHIBIT A-31


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 360 ROSEMARY LOAN-SPECIFIC CERTIFICATES NOR THE 360 ROSEMARY TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT.


 


 

 


 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 


 



    A-31-1


     


     


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED TO
CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION
RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 



    A-31-2


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 360RR


 


	Pass-Through Rate:  The Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan 3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 360RR Certificates: $6,150,000	Scheduled Final Distribution Date: the Distribution Date in February 2032
	 	 


	CUSIP:  05609MDG74

U0947MBL75

05609MDH56 	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN:    US05609MDG787

USU0947MBL738

US05609MDH519	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 360RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 

 


 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.94700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates


 



    A-31-3


     


     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 111A, Class 111B, Class 111C, Class 111D and Class
111E Certificates (together with the Class 360RR Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 360RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 360 Rosemary Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 360RR Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-31-4


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 360 Rosemary Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-31-5


     


     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-31-6


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-31-7


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-31-8


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-31-9


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 360RR Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 360RR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely
 as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-31-10


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 360RR Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 360RR Certificate of the entire Percentage Interest represented by the within Class 360RR Certificates
to the above-named Assignee(s) and to deliver such Class 360RR Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-31-11


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions:                                                                                                               


 


 

 


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-31-12


     


     


EXHIBIT A-32


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 111 RIVER STREET LOAN-SPECIFIC CERTIFICATES NOR THE 111 RIVER STREET TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING


 


 

 


 


1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2        Global
Certificate legend.


 



    A-33-1 


     


     


OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-33-2 


     


     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111A


 


	Pass-Through Rate:  The Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 111A Certificates: $11,837,000	Scheduled Final Distribution Date: the Distribution Date in February 2027
	 	 


	
    CUSIP:  05609MCJ24

    U0947MAZ75

    05609MCK96

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN:    US05609MCJ277

USU0947MAZ788

US05609MCK999 	 
	 	 
	No.:  [1]	 
	 	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 111A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 

 


 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.27700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates


 



    A-33-3 


     


     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111B, Class 111C, Class 111D and Class
111E Certificates (together with the Class 111A Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 111A Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 111 River Street Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 111A Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-33-4 


     


     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 111 River Street Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 



    A-33-5 


     


     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-33-6 


     


     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-33-7 


     


     


 


	 	 	required to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 



    A-33-8 


     


     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-33-9 


     


     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 111A Certificate to be duly executed.


 


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


 


 


	 	By:	 
	 	 	Authorized Signatory


  


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 111A
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely
 as Authenticating Agent


 


 


	 	By:	 
	 	 	Authorized Signatory


  



    A-33-10 


     


     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 111A Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 111A Certificate of the entire Percentage Interest represented by the within Class 111A Certificates to
the above-named Assignee(s) and to deliver such Class 111A Certificate to the following address:


 


Date: _________________


 


 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-33-11 


     


     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions:                                                                                                              


 


 

 


Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-33-12 


     


     


EXHIBIT A-33


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 111 RIVER STREET LOAN-SPECIFIC CERTIFICATES NOR THE 111 RIVER STREET TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


 


 

 


1 Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2 Global Certificate
legend. 


 


 



    A-33-13


     

     


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR
THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-33-2


     

     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111B


 


	Pass-Through Rate:  The Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 111B Certificates: $13,826,000	Scheduled Final Distribution Date: the Distribution Date in February 2027


 


	
    CUSIP:  05609MCL74

    U0947MBA15

    05609MCM56

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	ISIN:     US05609MCL727

USU0947MBA198

US05609MCM559 	 
	 	 
	No.:  [1]	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 111B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 


 

 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.27700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates 8 For Regulation
S Certificates


 


9 For IAI Certificates 


 


 



    A-33-3


     

     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111C, Class 111D and Class
111E Certificates (together with the Class 111B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 111B Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 111 River Street Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 111B Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-33-4


     

     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 111 River Street Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including
any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 


 



    A-33-5


     

     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-33-6


     

     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-33-7


     

     


required to consent to the amendment
without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-33-8


     

     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-33-9


     

     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 111B Certificate to be duly executed.


 


 


 


	 	
    COMPUTERSHARE TRUST COMPANY, NATIONAL

    ASSOCIATION, not in its individual capacity but solely

    as Certificate Administrator

	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 111B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	
    COMPUTERSHARE TRUST COMPANY, NATIONAL

    ASSOCIATION, not in its individual capacity but solely

    as Authenticating Agent

	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


 



    A-33-10


     

     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 111B Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 111B Certificate of the entire Percentage Interest represented by the within Class 111B Certificates to
the above-named Assignee(s) and to deliver such Class 111B Certificate to the following address:


 


Date: _________________


 


	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-33-11


     

     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: ____________________________________________________________________________________________
________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


  



    A-33-12


     

     


EXHIBIT A-34


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 111 RIVER STREET LOAN-SPECIFIC CERTIFICATES NOR THE 111 RIVER STREET TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE
ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE 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


 


 


 

 


1       Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Global
Certificate legend. 


 


 



    A-34-1


     

     


SECURITIES LAW. THE HOLDER HEREOF,
BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN “OFFSHORE
TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE
903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-34-2


     

     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111C


 


	Pass-Through Rate:  The Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 111C Certificates: $16,738,000	Scheduled Final Distribution Date: the Distribution Date in February 2027


 


	
    CUSIP:  05609MCN34

    U0947MBB95

    05609MCP86

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:     US05609MCN397

USU0947MBB918

US05609MCP869 	 
	 	 
	No.:  [1]	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 111C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 


 

 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.27700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates 


 


 



    A-34-3


     

     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111D and Class
111E Certificates (together with the Class 111C Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 111C Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 111 River Street Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 111C Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-34-4


     

     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 111 River Street Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 


 



    A-34-5


     

     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-34-6


     

     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are


 


 



    A-34-7


     

      


required to consent to the amendment
without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-34-8


     

     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-34-9


     

     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 111C Certificate to be duly executed.


 


 


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


 


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 111C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


  



    A-34-10


     

     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 111C Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 111C Certificate of the entire Percentage Interest represented by the within Class 111C Certificates to
the above-named Assignee(s) and to deliver such Class 111C Certificate to the following address:


 


Date: _________________


 


	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-34-11


     

     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-34-12


     

     


EXHIBIT A-35


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 111 RIVER STREET LOAN-SPECIFIC CERTIFICATES NOR THE 111 RIVER STREET TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES


 


THIS CERTIFICATE 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


 


 


 

 


1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Global
Certificate legend. 


 


 



    A-35-1


     

     


SECURITIES LAW. THE HOLDER HEREOF,
BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN “OFFSHORE
TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE
903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-35-2


     

     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111D


 


	Pass-Through Rate:  The Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 111D Certificates: $17,465,000	Scheduled Final Distribution Date: the Distribution Date in February 2027
	 	 


	
    CUSIP:  05609MCQ64

    U0947MBC75

    05609MCR46

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:     US05609MCQ697

USU0947MBC748

US05609MCR439 	 
	 	 
	No.:  [1]	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 111D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 


 

 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.27700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates


 


 



    A-35-3


     

     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C and Class
111E Certificates (together with the Class 111D Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the Class 111D Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 111 River Street Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 111D Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-35-4


     

     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 111 River Street Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 


 



    A-35-5


     

     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-35-6


     

     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are 


 


 



    A-35-7


     

     


required to consent to the amendment
without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-35-8


     

     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-35-9


     

     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 111D Certificate to be duly executed.


 


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


 


 


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 111D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-35-10


     

     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 111D Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 111D Certificate of the entire Percentage Interest represented by the within Class 111D Certificates to
the above-named Assignee(s) and to deliver such Class 111D Certificate to the following address:


 


Date: _________________


 


	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-35-11


     

     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________

Distributions, if being made by wire transfer in immediately
available funds to __________________________ for the account of __________________________ account number ____________________________.

This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-35-12


     

     


EXHIBIT A-36


 


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL
CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF
BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR, ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE MORTGAGE LOAN SELLER, THE
INITIAL PURCHASER, THE BORROWER, THE SPONSOR, THE BORROWER SPONSOR, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE 111 RIVER STREET LOAN-SPECIFIC CERTIFICATES NOR THE 111 RIVER STREET TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES


 


THIS CERTIFICATE 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


 


 


 

 


1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2      Global
Certificate legend. 


 


 



    A-36-1


     

     


SECURITIES LAW. THE HOLDER HEREOF,
BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) IN AN “OFFSHORE
TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE
903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL
PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY
OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS
MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    A-36-2


     

     


BMO 2022-C1 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-C1, CLASS 111E


 


	Pass-Through Rate:  The Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: March 17, 2022	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class 111E Certificates: $12,569,000	Scheduled Final Distribution Date: the Distribution Date in February 2027


 


	
    CUSIP:  05609MCS24

    U0947MBD55

    05609MCT06

    

    

     
	Initial Certificate Balance of this Certificate: $[_____]
	ISIN:     US05609MCS267

USU0947MBD578

US05609MCT099 	 
	 	 
	No.:  [1]	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class 111E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the
Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer.
The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion
Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined


 


 


 

 


3 The initial approximate Pass-Through
Rate as of the Closing Date is 3.27700% per annum.


 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates 


 


 



    A-36-3


     

     


below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class
C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class R,
Class S, Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C and Class
111D Certificates (together with the Class 111E Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest.


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, as a Special Servicer, Situs Holdings, LLC, solely with respect to the 360 Rosemary Loan Combination,
as a Special Servicer, KeyBank National Association, solely with respect to the 111 River Street Loan Combination, as a Special Servicer,
Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the
Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator
under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in March 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, with respect to the 111E Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges collected
in respect of the 111 River Street Trust Subordinate Companion Loan, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable
on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period”
with respect to any Distribution Date and with respect to the Class 111E Certificates is the calendar month preceding the month in which
such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the month preceding the month in which
such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than five (5) Business Days
prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions),
or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only
upon presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of the final
distribution.


 


 



    A-36-4


     

     


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust
for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as
to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the 111 River Street Trust Subordinate Companion
Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling and
Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after the Cut-Off Date or, with respect
to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to,
but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to
the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but,
with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans and the Trust Subordinate Companion Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii)
all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loan deposited in the Collection Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section
2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111
River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any Threshold Event Collateral; (xiv) any 111 River Street
Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


 


As provided in the Pooling and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for
all other purposes whatsoever,


 


 



    A-36-5


     

     


and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders, the Uncertificated Interest Owners or, as applicable,
any Companion Loan Holder:


 


	 	(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the Uncertificated Interest Owners;


 


	 	(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


	 	(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


	 	(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any Uncertificated Interest Owner, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


	 	(v)	to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


 



    A-36-6


     

     


	 	(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that (A) such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing Agreement) and (B) such modification shall not adversely affect in any material respects the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates, and; provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and


 


	 	(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder or any Uncertificated Interest Owner;


 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right
to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights of any Mortgage
Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without the consent
of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in its capacity as such without
its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such amendment, unless the Master
Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case
such expense will be borne by the Trust.


 


The Pooling and Servicing Agreement
or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than
66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Certificateholders and the Uncertificated Interest Owner; provided, however, that no such amendment shall:


 


	 	(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate, Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable,


 


	 	(ii)	reduce the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest the Holders (or, in the case of an Uncertificated Interest, the owner) of which are 


 


 



    A-36-7


     

     


required to consent to the amendment
without the consent of the Holders of all Certificates of that Class then outstanding or of the Uncertificated Interest Owners, as applicable,


 


	 	(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


	 	(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated Interest Owners or (B) Rating Agency Confirmation,


 


	 	(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners, that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


	 	(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


	 	(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


	 	(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special Servicer,
or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special Servicer or the Master
Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in such Class, may also) effect
an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the parties (or, if applicable, the other
parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time
on or after the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Trust Loans (and in the case of any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights
of the related Serviced Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and
all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect
to any Outside Serviced Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each Certifying
Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder and
the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection


 


 



    A-36-8


     

     


with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase
rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations and
responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Uncertificated
Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain
notices to Certificateholders and the Uncertificated Interest Owners as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related
obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class,
the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by
the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature,
this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-36-9


     

     


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class 111E Certificate to be duly executed.


 


 


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


 


Dated: February 28, 2022


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class 111E
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: February 28, 2022


 


	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


 



    A-36-10


     

     


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class 111E Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the Certificate
Registrar to issue a new Class 111E Certificate of the entire Percentage Interest represented by the within Class 111E Certificates to
the above-named Assignee(s) and to deliver such Class 111E Certificate to the following address:


 


Date: _________________


 


	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-36-11


     

     


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include
the following for purposes of distribution:


 


Address of the Assignee(s) for
the purpose of receiving notices and distributions: _____________________________________________________________________________________________________________________________


Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.

This information is provided by ______________________________, the Assignee(s) named above or ____________________________________ as
its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number


 


 



    A-36-12


     

    

 





 


 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 



    B-1


     


     


 


 


	 	 	 	 	 	 	 	 	 	 
	Loan	Loan/Prop.	Seller	Originator	Property Name	Property Address	City	State	Zip Code	Flood Zone
	1.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XVI	Various	Various	Various	Various	 
	1.01000	Property	KeyBank	KeyBank	Crestwood Boulevard	2300 Crestwood Boulevard and 509 25th Street South	Irondale	AL	35210	No
	1.02000	Property	KeyBank	KeyBank	Hallmark Drive	2080 Hallmark Drive	Sacramento	CA	95825	Yes - AE
	1.03000	Property	KeyBank	KeyBank	Gray Road	50 Gray Road	Falmouth	ME	04105	Yes - A
	1.04000	Property	KeyBank	KeyBank	Marconi Avenue	4111 Marconi Avenue	Sacramento	CA	95821	No
	1.05000	Property	KeyBank	KeyBank	Ocean Gateway	11906 Ocean Gateway	Ocean City	MD	21842	No
	1.06000	Property	KeyBank	KeyBank	Amity Road 	420 Amity Road	Harrisburg	PA	17111	No
	1.07000	Property	KeyBank	KeyBank	Gladstell Road	810 Gladstell Road	Conroe	TX	77304	No
	1.08000	Property	KeyBank	KeyBank	US Route One	430 US Route 1	Falmouth	ME	04105	No
	1.09000	Property	KeyBank	KeyBank	Farm to Market 1093	23110 Farm to Market 1093	Richmond	TX	77406	No
	1.10000	Property	KeyBank	KeyBank	Meade Avenue	3333 Meade Avenue	Las Vegas	NV	89102	No
	1.11000	Property	KeyBank	KeyBank	Camp Horne	180 Camp Horne Road	Pittsburgh	PA	15202	Yes - AE
	1.12000	Property	KeyBank	KeyBank	Hazel Avenue	6108 Hazel Avenue	Orangevale	CA	95662	No
	1.13000	Property	KeyBank	KeyBank	Hoover Court	1945 Hoover Court	Birmingham	AL	35226	No
	1.14000	Property	KeyBank	KeyBank	Highway 6 North	6610 Highway 6 North	Houston	TX	77084	No
	1.15000	Property	KeyBank	KeyBank	Farm to Market 725	2975 Farm to Market 725	New Braunfels	TX	78130	No
	1.16000	Property	KeyBank	KeyBank	Hidden Hill Road	175 Hidden Hill Road	Spartanburg	SC	29301	No
	1.17000	Property	KeyBank	KeyBank	Arndt Road	150 Arndt Road	Pittsburgh	PA	15237	No
	1.18000	Property	KeyBank	KeyBank	East Rosedale Street	6465 & 6485 East Rosedale Street and 1054, 1070, 1074, & 1076 South Erie Street	Fort Worth	TX	76112	No
	1.19000	Property	KeyBank	KeyBank	Grisham Drive	5250 Grisham Drive	Rowlett	TX	75088	No
	2.00000	Loan	BMO	BMO	360 Rosemary	360 South Rosemary Avenue	West Palm Beach	FL	33401	No
	3.00000	Loan	BMO	BMO	HTI MOB Portfolio	Various	Various	Various	Various	 
	3.01000	Property	BMO	BMO	Madison Medical Plaza	301 North Madison Street	Joliet	IL	60431	No
	3.02000	Property	BMO	BMO	Dyer Building	919 Main Street	Dyer	IN	46311	No
	3.03000	Property	BMO	BMO	Texas Children's Hospital	5614-5630 East Sam Houston Parkway North	Houston	TX	77015	No
	3.04000	Property	BMO	BMO	Aurora Health Center	3305 South 20th Street	Milwaukee	WI	53215	No
	3.05000	Property	BMO	BMO	Fort Wayne Engle Road	7232 Engle Road	Fort Wayne	IN	46804	No
	3.06000	Property	BMO	BMO	Hefner Pointe	11101 Hefner Pointe Drive	Oklahoma City	OK	73120	No
	3.07000	Property	BMO	BMO	Circleville MOB	140 Morris Road	Circleville	OH	43113	No
	3.08000	Property	BMO	BMO	Illinois CancerCenter	336 Home Boulevard	Galesburg	IL	61401	No
	3.09000	Property	BMO	BMO	Fort Wayne Dupont	10186 East Dupont Circle Drive	Fort Wayne	IN	46825	No
	4.00000	Loan	BMO	BMO, Barclays	Coleman Highline Phase IV	1189, 1193, and 1199 Coleman Avenue	San Jose	CA	95110	No
	5.00000	Loan	BMO/SMC	BMO, SMC	AMF Portfolio(1)	Various	Various	Various	Various	 
	5.01000	Property	BMO/SMC	BMO, SMC	Cambridge Commons	4964 Oakhurst Drive	Indianapolis	IN	46254	No
	5.02000	Property	BMO/SMC	BMO, SMC	Indian Lake I	100 Indian Lake Drive	Morrow	GA	30260	No
	5.03000	Property	BMO/SMC	BMO, SMC	Stewart Way 1	302 West General Stewart Way	Hinesville	GA	31313	No
	5.04000	Property	BMO/SMC	BMO, SMC	Cedargate Lancaster	1410 Sheridan Drive	Lancaster	OH	43130	No
	5.05000	Property	BMO/SMC	BMO, SMC	Amesbury	3155 Harshman Drive	Reynoldsburg	OH	43068	No
	5.06000	Property	BMO/SMC	BMO, SMC	Red Deer	2202 Roseanne Court	Fairborn	OH	45324	No
	5.07000	Property	BMO/SMC	BMO, SMC	Olivewood	2069 Olivewood Drive	Indianapolis	IN	46219	No
	5.08000	Property	BMO/SMC	BMO, SMC	Cherry Glen	2760 Cherry Glen Way	Indianapolis	IN	46227	No
	5.09000	Property	BMO/SMC	BMO, SMC	Plumwood	1050 Plumrose Drive	Columbus	OH	43228	No
	5.10000	Property	BMO/SMC	BMO, SMC	Camelia Court	4542 Kalida Avenue	Dayton	OH	45424	No
	5.11000	Property	BMO/SMC	BMO, SMC	Cedargate	701 North Union Road	Clayton	OH	45315	No
	5.12000	Property	BMO/SMC	BMO, SMC	Millburn Court	8324 Millwheel Drive	Dayton	OH	45458	No
	5.13000	Property	BMO/SMC	BMO, SMC	Rosewood Apartments	5554 Covert Drive	Columbus	OH	43231	No
	5.14000	Property	BMO/SMC	BMO, SMC	Winthrop Court	2531 Arborview Drive	Columbus	OH	43229	No
	5.15000	Property	BMO/SMC	BMO, SMC	Annhurst	4958 Dawn Drive	Indianapolis	IN	46268	No
	5.16000	Property	BMO/SMC	BMO, SMC	Ashford Hills	1367 Beeler Drive	Reynoldsburg	OH	43068	No
	5.17000	Property	BMO/SMC	BMO, SMC	Harbinwood	1295 Harbins Road	Norcross	GA	30093	No
	5.18000	Property	BMO/SMC	BMO, SMC	Willow Run - New Albany	1 Plaza Drive	New Albany	IN	47150	No
	5.19000	Property	BMO/SMC	BMO, SMC	Parkville	2346 Parkgreen Place	Columbus	OH	43229	No
	5.20000	Property	BMO/SMC	BMO, SMC	Applegate	2230 Applegate Drive	Columbus	IN	47203	No
	5.21000	Property	BMO/SMC	BMO, SMC	Stonehenge	799 17th Street Northwest	Massillon 	OH	44647	No
	5.22000	Property	BMO/SMC	BMO, SMC	Meadowland	200 Crane Drive	Bogart	GA	30622	No
	5.23000	Property	BMO/SMC	BMO, SMC	Amberwood - Massillion	3648 Wales Avenue Northwest	Massillon 	OH	44646	No
	5.24000	Property	BMO/SMC	BMO, SMC	Timberwood	710 Mason Terrace	Perry	GA	31069	No
	5.25000	Property	BMO/SMC	BMO, SMC	Sherbrook	6677 Guinevere Drive	Columbus	OH	43229	No
	5.26000	Property	BMO/SMC	BMO, SMC	Stonehenge Apartments	7980 Dunston Drive	Indianapolis	IN	46239	No
	5.27000	Property	BMO/SMC	BMO, SMC	Oakley Woods	6300 Oakley Road	Union City	GA	30291	No
	5.28000	Property	BMO/SMC	BMO, SMC	Carriage Hill	604 Hillcrest Parkway	Dublin	GA	31021	No
	5.29000	Property	BMO/SMC	BMO, SMC	Barrington	750 Northern Avenue	Clarkston	GA	30021	No
	5.30000	Property	BMO/SMC	BMO, SMC	Andover Court	1095 Beech Street	Mount Vernon	OH	43050	No
	5.31000	Property	BMO/SMC	BMO, SMC	Greenglen II	2015 North McCord Road	Toledo	OH	43615	No
	5.32000	Property	BMO/SMC	BMO, SMC	Sandalwood	4804 West Bancroft Street	Toledo	OH	43615	No
	5.33000	Property	BMO/SMC	BMO, SMC	Spicewood	3714 Bartlett Avenue	Indianapolis	IN	46227	No
	5.34000	Property	BMO/SMC	BMO, SMC	Meadowood - Mansfield	798 Straub Road West	Mansfield	OH	44904	No
	6.00000	Loan	GACC	DBRI, MSBNA, CREFI, WFBNA	601 Lexington Avenue	601 Lexington Avenue	New York	NY	10022	No
	7.00000	Loan	GACC	DBRI	Hudson Commons	441 Ninth Avenue	New York	NY	10001	No
	8.00000	Loan	SMC	SMC, JPMCB 	Bedrock Portfolio	Various	Detroit	MI	48226	 
	8.01000	Property	SMC	SMC, JPMCB 	First National Building	660 Woodward Avenue	Detroit	MI	48226	No
	8.02000	Property	SMC	SMC, JPMCB 	The Qube	611 Woodward Avenue	Detroit	MI	48226	No
	8.03000	Property	SMC	SMC, JPMCB 	Chrysler House	719 Griswold Street and 730 Shelby Street	Detroit	MI	48226	No
	8.04000	Property	SMC	SMC, JPMCB 	1001 Woodward	1001-1075 Woodward Avenue	Detroit	MI	48226	No
	8.05000	Property	SMC	SMC, JPMCB 	One Woodward	1 Woodward Avenue	Detroit	MI	48226	No
	8.06000	Property	SMC	SMC, JPMCB 	The Z Garage	1234-1246 Library Street and 1327 Broadway Avenue	Detroit	MI	48226	No
	8.07000	Property	SMC	SMC, JPMCB 	Two Detroit Garage	160 East Congress Street	Detroit	MI	48226	No
	8.08000	Property	SMC	SMC, JPMCB 	1505 & 1515 Woodward	1505 and 1515-1529 Woodward Avenue	Detroit	MI	48226	No
	8.09000	Property	SMC	SMC, JPMCB 	1001 Brush Street	1001 Brush Street	Detroit	MI	48226	No
	8.10000	Property	SMC	SMC, JPMCB 	The Assembly	1700 West Fort Street	Detroit	MI	48216	No
	8.11000	Property	SMC	SMC, JPMCB 	419 Fort Street Garage	419 East Fort Street	Detroit	MI	48226	No
	8.12000	Property	SMC	SMC, JPMCB 	Vinton	600 Woodward Avenue	Detroit	MI	48226	No
	8.13000	Property	SMC	SMC, JPMCB 	1401 First Street	1401 First Street	Detroit	MI	48226	No
	8.14000	Property	SMC	SMC, JPMCB 	Lane Bryant Building	1520 Woodward Avenue	Detroit	MI	48226	No
	9.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XV	Various	Various	Various	Various	 
	9.01000	Property	KeyBank	KeyBank	West Indian School Road	4010 West Indian School Road	Phoenix	AZ	85019	No
	9.02000	Property	KeyBank	KeyBank	Boalch Avenue Northwest	1410 Boalch Avenue Northwest	North Bend	WA	98045	Yes - AO
	9.03000	Property	KeyBank	KeyBank	Lemay Ferry Road	4533 Lemay Ferry Road	Saint Louis	MO	63129	No
	9.04000	Property	KeyBank	KeyBank	East Southern Avenue	240 East Southern Avenue 	Mesa	AZ	85210	No
	9.05000	Property	KeyBank	KeyBank	Anderson Road	8119 Anderson Road	Tampa 	FL	33634	No
	9.06000	Property	KeyBank	KeyBank	Stoney Island Avenue	19600 Stoney Island Avenue	Lynwood	IL	60411	No
	9.07000	Property	KeyBank	KeyBank	Duren Avenue	24 Duren Avenue	Lowell	MA	01851	Yes - AE
	9.08000	Property	KeyBank	KeyBank	North Nova Road	1104 North Nova Road	Daytona Beach	FL	32117	No
	9.09000	Property	KeyBank	KeyBank	Airport Road 	5424 Airport Road	Williamsburg	VA	23188	No
	9.10000	Property	KeyBank	KeyBank	South Pennington	1930 South Pennington	Mesa	AZ	85202	No
	9.11000	Property	KeyBank	KeyBank	Southwest 14th Court	3111 Southwest 14th Court	Pompano Beach	FL	33069	Yes - AH
	9.12000	Property	KeyBank	KeyBank	Southeast Jennings Road	3737 Southeast Jennings Road	Port St. Lucie	FL	34952	No
	9.13000	Property	KeyBank	KeyBank	49th Street South and 8th Avenue South	1909 49th Street South, 4924 Tangerine Avenue South and 5001 8th Avenue South	Gulfport	FL	33707	No
	9.14000	Property	KeyBank	KeyBank	South Broadway	3900 South Broadway	Edmond	OK	73013	No
	9.15000	Property	KeyBank	KeyBank	30th Avenue North	2801 75th Street North and 7470 30th Avenue North 	St. Petersburg	FL	33710	No
	9.16000	Property	KeyBank	KeyBank	Main Street	720 Main Street 	Tewksbury	MA	01876	No
	9.17000	Property	KeyBank	KeyBank	Warwick Boulevard	15900 Warwick Boulevard	Newport News	VA	23608	Yes - AE, A1-A30
	10.00000	Loan	BMO	BMO	111 River Street	111 River Street	Hoboken	NJ	07030	Yes - AE
	11.00000	Loan	BMO	BMO	2 Riverfront Plaza	826-836 McCarter Highway	Newark	NJ	07102	No
	12.00000	Loan	SMC	SMC	Northwest Capital Portfolio	Various	Various	WA	Various	 
	12.01000	Property	SMC	SMC	Center Plaza	2006 South 320th Street	Federal Way	WA	98003	No
	12.02000	Property	SMC	SMC	Village by the Creek	800 164th Street Southeast and 16430 9th Avenue Southeast	Mill Creek	WA	98012	No
	12.03000	Property	SMC	SMC	Riverway Plaza	200 South Kelso Drive	Kelso	WA	98626	No
	12.04000	Property	SMC	SMC	Pike Street Building	1406 East Pike Street	Seattle	WA	98122	No
	12.05000	Property	SMC	SMC	Monroe Retail Center	19480 U.S. Highway 2	Monroe	WA	98272	No
	13.00000	Loan	SMC	SMC	Victoria Village Apartments	1705 Jenkins Road	Pasadena	TX	77506	No
	14.00000	Loan	BMO	BMO	Tangent Industrial Park	32160 Old Highway 34, 32144 Old Highway 34, 32140 Old Highway 34, 32180 Old Highway 34, 32136 Hooska Avenue, 33414 Eagle Drive, 33464-33468 Eagle Drive, 32114 Mallard Avenue and 32141 Mallard Avenue 	Tangent	OR	97389	No
	15.00000	Loan	BMO	BMO	NYC MFRT Portfolio	Various	Various	NY	Various	 
	15.01000	Property	BMO	BMO	45 John Street	45 John Street a/k/a 1 Dutch Street	New York	NY	10038	No
	15.02000	Property	BMO	BMO	2027-2127 Emmons Avenue	2027-2127 Emmons Avenue	Brooklyn	NY	11235	No
	16.00000	Loan	BMO	BMO	Western Retail Center	2101 West 41st Street	Sioux Falls	SD	57105	No
	17.00000	Loan	GACC	DBRI	Candlewood Suites Orlando	12341-12353 Winter Garden Vineland Road	Orlando	FL	32836	Yes - A
	18.00000	Loan	KeyBank	KeyBank	VanWest Storage Portfolio	Various	Various	Various	Various	 
	18.01000	Property	KeyBank	KeyBank	ClearHome Self Storage - Sycamore	370 Sycamore Road	Collierville	TN	38017	No
	18.02000	Property	KeyBank	KeyBank	ClearHome Self Storage - Blue Island	2341 135th Place	Blue Island	IL	60406	No
	18.03000	Property	KeyBank	KeyBank	ClearHome Storage - Walkertown	2875 Rocky Branch Road	Walkertown	NC	27051	No
	18.04000	Property	KeyBank	KeyBank	ClearHome Self Storage - Chaney	731 Chaney Drive and 698 Commerce Parkway	Collierville	TN	38017	No
	18.05000	Property	KeyBank	KeyBank	ClearHome Self Storage	4185 Statesville Boulevard	Salisbury	NC	28147	No
	18.06000	Property	KeyBank	KeyBank	American Mini Storage	801 South Old Corry Field Road	Pensacola	FL	32507	No
	18.07000	Property	KeyBank	KeyBank	Marsh Harbor Self Storage 	2193 West Highway 98	Mary Esther	FL	32569	No
	18.08000	Property	KeyBank	KeyBank	ClearHome Self Storage - Florosa	2371 West Highway 98	Mary Esther	FL	32569	No
	18.09000	Property	KeyBank	KeyBank	Crews Storage	5701 Boat Race Road	Panama City	FL	32404	No
	19.0000000	Loan	SMC	SMC	BJ’s Wholesale Club - Kendall	16200 Southwest 88th Street	Miami	FL	33196	Yes - AH
	20	Loan	Sabal	UBS AG	Wyndham National Hotel Portfolio	Various	Various	Various	Various	 
	20.01000	Property	Sabal	UBS AG	Travelodge - 2307 Wyoming Avenue	2307 Wyoming Avenue	Gillette	WY	82718	No
	20.02000	Property	Sabal	UBS AG	Travelodge - 2111 Camino Del Llano	2111 Camino Del Llano	Belen	NM	87002	No
	20.03000	Property	Sabal	UBS AG	Travelodge - 1170 West Flaming Gorge Way	1170 West Flaming Gorge Way	Green River	WY	82935	No
	20.04000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	1731 South Sunridge Drive	Yuma	AZ	85365	No
	20.05000	Property	Sabal	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	451 Halligan Drive	North Platte	NE	69101	No
	20.06000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1608 East Business US 60	1608 West Business Highway 60	Dexter	MO	63841	No
	20.07000	Property	Sabal	UBS AG	Travelodge - 1127 Pony Express Highway	1127 Pony Express Highway	Marysville	KS	66508	No
	20.08000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	1130B East 16th Street	Wellington	KS	67152	No
	20.09000	Property	Sabal	UBS AG	Travelodge - 2680 Airport Road	2680 Airport Road	Santa Teresa	NM	88008	No
	20.10000	Property	Sabal	UBS AG	Super 8 - 720 Royal Parkway	720 Royal Parkway	Nashville	TN	37214	No
	20.11000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1051 North Market Street	1051 North Market Street	Hearne	TX	77859	No
	20.12000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	2700 North Diers Parkway	Fremont	NE	68025	No
	20.13000	Property	Sabal	UBS AG	Baymont Inn & Suites - 95 Spruce Road	95 Spruce Road	Elko	NV	89801	No
	20.14000	Property	Sabal	UBS AG	Super 8 - 2545 Cornhusker Highway	2545 Cornhusker Highway	Lincoln	NE	68521	Yes - AE
	20.15000	Property	Sabal	UBS AG	Travelodge - 1110 Southeast 4th Street	1110 Southeast 4th Street	Hermiston	OR	97838	No
	20.16000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	2300 Valley West Court	Clinton	IA	52732	Yes - AE
	20.17000	Property	Sabal	UBS AG	Travelodge - 800 West Laramie Street	800 West Laramie Street	Guernsey	WY	82214	No
	20.18000	Property	Sabal	UBS AG	Travelodge - 22 North Frontage Road	22 North Frontage Road	Pecos	TX	79772	No
	20.19000	Property	Sabal	UBS AG	Travelodge - 123 Westvaco Road	123 Westvaco Road	Low Moor	VA	24457	No
	20.20000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	2006 North Merrill Avenue	Glendive	MT	59330	No
	20.21000	Property	Sabal	UBS AG	Travelodge - 1710 Jefferson Street	1710 Jefferson Street	Jefferson City	MO	65109	No
	20.22000	Property	Sabal	UBS AG	Travelodge - 1625 Stillwater Avenue	1625 Stillwater Avenue	Cheyenne	WY	82009	No
	20.23000	Property	Sabal	UBS AG	Travelodge - 8233 Airline Highway	8233 Airline Highway	Livonia	LA	70755	No
	20.24000	Property	Sabal	UBS AG	Baymont Inn & Suites - 6390 US-93	6390 US-93	Whitefish	MT	59937	No
	20.25000	Property	Sabal	UBS AG	Travelodge - 707 East Webster Street	707 East Webster Street	Morrill	NE	69358	No
	20.26000	Property	Sabal	UBS AG	Travelodge - 777 West Hwy 21	777 West Highway 21	Milford	UT	84751	Yes - D
	20.27000	Property	Sabal	UBS AG	Travelodge - 3522 North Highway 59	3522 North Highway 59	Douglas	WY	82633	No
	20.28000	Property	Sabal	UBS AG	Travelodge - 108 6th Avenue	108 6th Avenue	Edgemont	SD	57735	No
	20.29000	Property	Sabal	UBS AG	Travelodge - 2200 East South Avenue	2200 East South Avenue	McAlester	OK	74501	No
	20.30000	Property	Sabal	UBS AG	Travelodge - 128 South Willow Road	128 South Willow Road	Missouri Valley	IA	51555	Yes - AO
	20.31000	Property	Sabal	UBS AG	Travelodge - 1005 Highway 285	1005 Highway 285	Vaughn	NM	88353	No
	20.32000	Property	Sabal	UBS AG	Days Inn - 3431 14th Avenue South	3431 14th Avenue	Fargo	ND	58103	No
	20.33000	Property	Sabal	UBS AG	Travelodge - 2505 US 69	2505 US 69	Fort Scott	KS	66701	No
	20.34000	Property	Sabal	UBS AG	Baymont Inn & Suites - 3475 Union Road	3475 Union Road	Buffalo	NY	14225	No
	20.35000	Property	Sabal	UBS AG	Travelodge - 1706 North Park Drive	1706 North Park Drive	Winslow	AZ	86047	Yes - AE
	20.36000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2005 Daley Street	2005 Daley Street	Rawlins	WY	82301	No
	20.37000	Property	Sabal	UBS AG	Travelodge - 1177 East 16th Street	1177 East 16th Street	Wellington	KS	67152	No
	20.38000	Property	Sabal	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	35450 Yermo Road	Yermo	CA	92398	No
	20.39000	Property	Sabal	UBS AG	Travelodge - 2407 East Holland Avenue	2407 East Holland Avenue	Alpine	TX	79830	No
	20.40000	Property	Sabal	UBS AG	Travelodge - 620 Souder Road	620 Souder Road	Brunswick	MD	21712	No
	20.41000	Property	Sabal	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	100 15th Street Southeast	Glenwood	MN	56334	No
	20.42000	Property	Sabal	UBS AG	Travelodge - 109 East Commerce Street	109 East Commerce Street	Sharon Springs	KS	67758	No
	20.43000	Property	Sabal	UBS AG	Travelodge - 4000 Siskiyou Avenue	4000 Siskiyou Avenue	Dunsmuir	CA	96025	No
	20.44000	Property	Sabal	UBS AG	Travelodge - 98 Moffat Avenue	98 Moffat Avenue	Yampa	CO	80483	No
	21.00000	Loan	KeyBank	KeyBank	Fleet Farm - Stevens Point	5590 US Highway 10 East	Stevens Point	WI	54482	No
	22.00000	Loan	BMO	BMO, WFBNA, Barclays, 3650 REIT	Meadowood Mall	5000 Meadowood Mall Circle	Reno	NV	89502	No
	23.00000	Loan	SMC	SMC	Wagschal Multifamily Portfolio	Various	Brooklyn	NY	Various	 
	23.01000	Property	SMC	SMC	318 Bedford Avenue	318 Bedford Avenue	Brooklyn	NY	11249	No
	23.02000	Property	SMC	SMC	130 South 2nd Street	130 South 2nd Street	Brooklyn	NY	11249	No
	23.03000	Property	SMC	SMC	740 Driggs Avenue	740 Driggs Avenue	Brooklyn	NY	11211	No
	23.04000	Property	SMC	SMC	182 Meserole Street	182 Meserole Street	Brooklyn	NY	11206	No
	23.05000	Property	SMC	SMC	178 Meserole Street	178 Meserole Street	Brooklyn	NY	11206	No
	23.06000	Property	SMC	SMC	180 Meserole Street	180 Meserole Street	Brooklyn	NY	11206	No
	23.07000	Property	SMC	SMC	342 Rodney Street	342 Rodney Street	Brooklyn	NY	11211	No
	23.08000	Property	SMC	SMC	68 Carroll Street	68 Carroll Street	Brooklyn	NY	11231	No
	23.09000	Property	SMC	SMC	144 Huntington Street	144 Huntington Street	Brooklyn	NY	11231	No
	23.10000	Property	SMC	SMC	440 Lorimer Street	440 Lorimer Street	Brooklyn	NY	11206	No
	24.00000	Loan	BMO	BMO	Warrington Plaza	540 Easton Road	Warrington	PA	18976	No
	25.00000	Loan	Sabal	Sabal Capital II, LLC	Midway Market Square	1180 West River Road North	Elyria	OH	44035	No
	26.00000	Loan	SMC	SMC	Peoria Center at Arrowhead	16155 and 16165 North 83rd Avenue	Peoria	AZ	85382	No
	27.00000	Loan	BMO	BMO	Mills Fleet Farm Carver	1935 Levi Griffin Road	Carver	MN	55315	No
	28.00000	Loan	Sabal	Sabal Capital II, LLC	Riverside Commons	9595 South Delaware Avenue	Tulsa	OK	74137	No
	29.00000	Loan	BMO	BMO	Thompson Court 	1708, 1756 and 1766 Carver Avenue, 1958 Frisco Avenue and 2024 Keltner Circle	Memphis	TN	38114	No
	30.00000	Loan	SMC	SMC	Home2 Suites Temple	2106 South 31st Street	Temple	TX	76504	No
	31.00000	Loan	Sabal	Sabal Capital II, LLC	Alto Serramonte Shopping Center	314-362 Gellert Boulevard	Daly City	CA	94015	No
	32.00000	Loan	BMO	BMO	Feather River Shopping Center	355 Oro Dam Boulevard	Oroville	CA	95965	No
	33.00000	Loan	Sabal	Sabal Capital II, LLC	40-91 Fox Hill Drive Apartments	40-91 Fox Hill Drive	Dover	NJ	07801	No
	34.00000	Loan	BMO	BMO	611-617 W 148th Street	611-617 West 148th Street	New York	NY	10031	No
	35.00000	Loan	SMC	SMC	Towneplace Suites El Paso	4670 Woodrow Bean Drive	El Paso	TX	79924	No
	36	Loan	BMO	BMO	Centennial Plaza	1212-1264 State Street	Lemont	IL	60439	No
	37	Loan	BMO	BMO	Jefferson County Plaza	3787 Vogel Road	Arnold	MO	63010	No
	38.00000	Loan	BMO	BMO	Arc on Armour	211 West Armour Boulevard	Kansas City	MO	64111	No
	39.00000	Loan	BMO	BMO	The Shops at Trinity Park	2200-2202 Woodruff Road	Simpsonville	SC	29681	No
	40.00000	Loan	KeyBank	KeyBank	SAPA Transmission	51901 Shelby Parkway	Shelby Township	MI	48315	No
	41.00000	Loan	KeyBank	KeyBank	CubeSmart Self Storage - Lacey	6123 Balustrade Boulevard Southeast and 6155 Balustrade Boulevard Southeast	Lacey	WA	98513	No
	42.00000	Loan	Sabal	Sabal Capital II, LLC	Main Street	127-137 Main Street	Medford	MA	02155	No
	43.00000	Loan	Sabal	Sabal Capital II, LLC	Corrington Industrial	1600-1780 North Corrington Avenue	Kansas City	MO	64120	No
	44.00000	Loan	SMC	SMC	West Allen Plaza	19555 West Road	Woodhaven	MI	48183	No
	45.00000	Loan	KeyBank	KeyBank	Schlegel Portfolio	Various	Various	IL	Various	 
	45.01000	Property	KeyBank	KeyBank	Ringwood	5220 North Richmond Road	Ringwood	IL	60072	No
	45.02000	Property	KeyBank	KeyBank	Minooka	1000 South Ridge Road	Minooka	IL	60447	No
	46.00000	Loan	Sabal	Sabal Capital II, LLC	Triskett Road Self Storage	12610 Triskett Road	Cleveland	OH	44111	No
	47.00000	Loan	Sabal	Sabal Capital II, LLC	1214 West Carmen	1214 West Carmen Avenue	Chicago	IL	60640	No
	48.00000	Loan	KeyBank	KeyBank	Planet Self Storage	65 Kensico Drive	Mount Kisco	NY	10549	Yes - AE
	49.00000	Loan	SMC	SMC	Plantation Canal	1375 - 1397 and 1421 Northwest 65th Avenue	Plantation	FL	33313	No
	50.00000	Loan	KeyBank	KeyBank	Flynn Avenue Self Storage	199 Flynn Avenue 	Burlington 	VT	05401	No
	51	Loan	Sabal	Sabal Capital II, LLC	Schleider Apartment Portfolio	Various	Various	Various	Various	 
	51.01000	Property	Sabal	Sabal Capital II, LLC	37 Driggs Avenue	37 Driggs Avenue	Brooklyn	NY	11222	No
	51.02000	Property	Sabal	Sabal Capital II, LLC	2822 South Redondo	2822 South Redondo Boulevard	Los Angeles	CA	90016	No
	51.03000	Property	Sabal	Sabal Capital II, LLC	5916 Howe Street	5916 Howe Street	Pittsburgh	PA	15232	No
	52.00000	Loan	SMC	SMC	NSC Traverse Silver Lake Storage	5215 Curtis Road	Traverse City	MI	49685	No
	53.00000	Loan	SMC	SMC	NSC Grand River Lyon Storage	53600 Grand River Avenue	New Hudson	MI	48165	No
	54.00000	Loan	KeyBank	KeyBank	Middletown Retail Plaza	1287 US Highway Route 35	Middletown	NJ	07748	No
	55.0000000	Loan	KeyBank	KeyBank	Laguna Beach Mixed Use	570 South Coast Highway	Laguna Beach	CA	92651	No
	56.00000	Loan	Sabal	Sabal Capital II, LLC	1642-1646 West Belmont Avenue	1642-1646 West Belmont Avenue	Chicago	IL	60657	No
	57.00000	Loan	Sabal	Sabal Capital II, LLC	Grand Logan Lodge Apartments	1841 and 1847 North Humboldt Boulevard	Chicago	IL	60647	No
	58.00000	Loan	Sabal	Sabal Capital II, LLC	Inland Boat & Self Storage	20585 County Road 13	Fairhope	AL	36532	No
	59.00000	Loan	KeyBank	KeyBank	Richmond Mixed-Use Portfolio	10 Randolph Street, 1319, 1321, 1323, 1329 West Main Street, 1320, 1324, 1328 West Cary Street and 9 South Harvie Street	Richmond	VA	23220	No
	60.00000	Loan	SMC	SMC	Everett Building	39 East Market Street	Akron	OH	44308	No
	61.00000	Loan	KeyBank	KeyBank	Bethany Medical	21 & 45 North 12th Street 	Kansas City	KS	66102	No
	62.00000	Loan	Sabal	Sabal Capital II, LLC	880 N Milwaukee Ave Apartments	880 North Milwaukee Avenue	Chicago	IL	60642	No
	63.00000	Loan	Sabal	Sabal Capital II, LLC	The Wash Apartments	4741 East Washington Street	Indianapolis	IN	46201	No
	64.00000	Loan	KeyBank	KeyBank	Broward County Industrial	Various	Various	FL	Various	 
	64.01000	Property	KeyBank	KeyBank	Fort Lauderdale Small Bay Warehouses	806 - 826 Northwest 10th Terrace	Fort Lauderdale	FL	33311	Yes - AH
	64.02000	Property	KeyBank	KeyBank	Deerfield Beach Small Bay Warehouses	721, 731 & 741 Northeast 42nd Street	Deerfield Beach	FL	33064	No
	65.00000	Loan	SMC	SMC	111 Main Street	111 Main Street	Newport Beach	CA	92661	No
	66.00000	Loan	Sabal	Sabal Capital II, LLC	37-43 8th Avenue	37-43 8th Avenue	New York	NY	10014	No
	67.00000	Loan	Sabal	Sabal Capital II, LLC	Ganser Way Office	7633 Ganser Way	Madison	WI	53719	No
	68.00000	Loan	Sabal	Sabal Capital II, LLC	Bloomfield Apartments	329 Theatre Drive	Johnstown 	PA	15904	No
	69.00000	Loan	Sabal	Sabal Capital II, LLC	Upper Westside Apartments	408 Northwest 14th Street	Gainesville	FL	32603	No
	70.00000	Loan	Sabal	Sabal Capital II, LLC	2641 - 2643 West Estes Avenue Apartments	2641-2643 West Estes Avenue	Chicago	IL	60645	No
	71.00000	Loan	SMC	SMC	1429 Bushwick Avenue	1429 Bushwick Avenue	Brooklyn	NY	11207	No
	72.00000	Loan	Sabal	Sabal Capital II, LLC	Marshall Place Apartments	455 West Marshall Street and 925 Laprairie Street	Ferndale	MI	48220	No
	73.00000	Loan	Sabal	Sabal Capital II, LLC	Longfield Estates MHC	910 Court Christopher Way	Maryville	TN	37801	No
	74.00000	Loan	Sabal	Sabal Capital II, LLC	Duskfire Professional Center	1 & 51 West Elliot Road	Tempe	AZ	85284	No
	75.00000	Loan	Sabal	Sabal Capital II, LLC	Jacksonville Secure Self Storage	2385 Pelham Road South	Jacksonville	AL	36265	No
	76.00000	Loan	BMO	BMO	Diamond Blade	588 Lakeview Parkway	Vernon Hills	IL	60061	No
	77.00000	Loan	SMC	SMC	640 Virginia Park Street	640 Virginia Park Street	Detroit	MI	48202	No
	 	 	BMO	BMO	360 Rosemary Note B	 	 	 	 	 
	 	 	BMO	BMO	111 River Street Note B	 	 	 	 	 


 


 



    	 	 	 



     


     


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	Loan/Prop.	Seller	Originator	Property Name	Pari Passu Split (Y/N)	Cut-off Date Balance Pari Passu (Trust)	Cut-off Date Balance Pari Passu (Non-Trust)	Aggregate Cut-off Date Balance Pari Passu (Trust+Non-Trust)	Additional Debt Type(s)	Subordinate Companion Loan Cut-off Date Balance ($)	Subordinate Companion Loan Interest Rate	Whole Loan Cut-off Date Balance ($)	Whole Loan Interest Rate	Cutoff Balance	Interest Rate (%)	Rem. Term	Rem. Amort.	ARD (Y/N)	Maturity/ARD Date	Final Mat Date
	1.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XVI	Yes	60,000,000.00 	57,000,000.00 	117,000,000.00 	NAP	NAP	NAP	117,000,000.00	3.62800%	60,000,000.00	3.62800%	119	0	No	1/1/2032	1/1/2032
	1.01000	Property	KeyBank	KeyBank	Crestwood Boulevard	 	 	 	 	 	 	 	 	 	6,749,852.82	 	 	 	 	 	 
	1.02000	Property	KeyBank	KeyBank	Hallmark Drive	 	 	 	 	 	 	 	 	 	5,306,447.69	 	 	 	 	 	 
	1.03000	Property	KeyBank	KeyBank	Gray Road	 	 	 	 	 	 	 	 	 	3,932,695.90	 	 	 	 	 	 
	1.04000	Property	KeyBank	KeyBank	Marconi Avenue	 	 	 	 	 	 	 	 	 	3,920,992.31	 	 	 	 	 	 
	1.05000	Property	KeyBank	KeyBank	Ocean Gateway	 	 	 	 	 	 	 	 	 	3,707,995.90	 	 	 	 	 	 
	1.06000	Property	KeyBank	KeyBank	Amity Road 	 	 	 	 	 	 	 	 	 	3,606,176.41	 	 	 	 	 	 
	1.07000	Property	KeyBank	KeyBank	Gladstell Road	 	 	 	 	 	 	 	 	 	3,496,989.23	 	 	 	 	 	 
	1.08000	Property	KeyBank	KeyBank	US Route One	 	 	 	 	 	 	 	 	 	3,303,203.59	 	 	 	 	 	 
	1.09000	Property	KeyBank	KeyBank	Farm to Market 1093	 	 	 	 	 	 	 	 	 	3,298,757.95	 	 	 	 	 	 
	1.10000	Property	KeyBank	KeyBank	Meade Avenue	 	 	 	 	 	 	 	 	 	2,909,413.85	 	 	 	 	 	 
	1.11000	Property	KeyBank	KeyBank	Camp Horne	 	 	 	 	 	 	 	 	 	2,908,931.28	 	 	 	 	 	 
	1.12000	Property	KeyBank	KeyBank	Hazel Avenue	 	 	 	 	 	 	 	 	 	2,823,574.36	 	 	 	 	 	 
	1.13000	Property	KeyBank	KeyBank	Hoover Court	 	 	 	 	 	 	 	 	 	2,718,431.28	 	 	 	 	 	 
	1.14000	Property	KeyBank	KeyBank	Highway 6 North	 	 	 	 	 	 	 	 	 	2,676,309.74	 	 	 	 	 	 
	1.15000	Property	KeyBank	KeyBank	Farm to Market 725	 	 	 	 	 	 	 	 	 	2,406,980.51	 	 	 	 	 	 
	1.16000	Property	KeyBank	KeyBank	Hidden Hill Road	 	 	 	 	 	 	 	 	 	1,700,646.15	 	 	 	 	 	 
	1.17000	Property	KeyBank	KeyBank	Arndt Road	 	 	 	 	 	 	 	 	 	1,676,672.82	 	 	 	 	 	 
	1.18000	Property	KeyBank	KeyBank	East Rosedale Street	 	 	 	 	 	 	 	 	 	1,469,513.85	 	 	 	 	 	 
	1.19000	Property	KeyBank	KeyBank	Grisham Drive	 	 	 	 	 	 	 	 	 	1,386,414.36	 	 	 	 	 	 
	2.00000	Loan	BMO	BMO	360 Rosemary	Yes	45,000,000.00 	40,000,000.00 	85,000,000.00 	B Note ($100,802,000); C Note ($24,198,000)	125,000,000.00	3.95000%	210,000,000.00	3.95000%	45,000,000.00	3.95000%	120	0	No	2/6/2032	2/6/2032
	3.00000	Loan	BMO	BMO	HTI MOB Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	42,750,000.00	2.89000%	118	0	No	12/6/2031	12/6/2031
	3.01000	Property	BMO	BMO	Madison Medical Plaza	 	 	 	 	 	 	 	 	 	12,476,830.00	 	 	 	 	 	 
	3.02000	Property	BMO	BMO	Dyer Building	 	 	 	 	 	 	 	 	 	6,143,443.00	 	 	 	 	 	 
	3.03000	Property	BMO	BMO	Texas Children's Hospital	 	 	 	 	 	 	 	 	 	4,589,925.00	 	 	 	 	 	 
	3.04000	Property	BMO	BMO	Aurora Health Center	 	 	 	 	 	 	 	 	 	3,983,922.00	 	 	 	 	 	 
	3.05000	Property	BMO	BMO	Fort Wayne Engle Road	 	 	 	 	 	 	 	 	 	3,922,592.00	 	 	 	 	 	 
	3.06000	Property	BMO	BMO	Hefner Pointe	 	 	 	 	 	 	 	 	 	3,830,817.00	 	 	 	 	 	 
	3.07000	Property	BMO	BMO	Circleville MOB	 	 	 	 	 	 	 	 	 	3,556,379.00	 	 	 	 	 	 
	3.08000	Property	BMO	BMO	Illinois CancerCenter	 	 	 	 	 	 	 	 	 	2,322,513.00	 	 	 	 	 	 
	3.09000	Property	BMO	BMO	Fort Wayne Dupont	 	 	 	 	 	 	 	 	 	1,923,579.00	 	 	 	 	 	 
	4.00000	Loan	BMO	BMO, Barclays	Coleman Highline Phase IV	Yes	41,400,000.00 	203,600,000.00 	245,000,000.00 	B Notes	268,500,000.00	2.49450%	513,500,000.00	2.49450%	41,400,000.00	2.49450%	58	0	Yes	12/6/2026	4/6/2032
	5.00000	Loan	BMO/SMC	BMO, SMC	AMF Portfolio(1)	Yes	40,000,000.00 	132,000,000.00 	172,000,000.00 	Mezzanine	NAP	NAP	172,000,000.00	3.72381004379935%	40,000,000.00	3.72381004379935%	117	360	No	11/6/2031	11/6/2031
	5.01000	Property	BMO/SMC	BMO, SMC	Cambridge Commons	 	 	 	 	 	 	 	 	 	2,791,822.33	 	 	 	 	 	 
	5.02000	Property	BMO/SMC	BMO, SMC	Indian Lake I	 	 	 	 	 	 	 	 	 	2,478,569.07	 	 	 	 	 	 
	5.03000	Property	BMO/SMC	BMO, SMC	Stewart Way 1	 	 	 	 	 	 	 	 	 	2,299,066.98	 	 	 	 	 	 
	5.04000	Property	BMO/SMC	BMO, SMC	Cedargate Lancaster	 	 	 	 	 	 	 	 	 	2,027,154.42	 	 	 	 	 	 
	5.05000	Property	BMO/SMC	BMO, SMC	Amesbury	 	 	 	 	 	 	 	 	 	1,893,782.33	 	 	 	 	 	 
	5.06000	Property	BMO/SMC	BMO, SMC	Red Deer	 	 	 	 	 	 	 	 	 	1,799,556.05	 	 	 	 	 	 
	5.07000	Property	BMO/SMC	BMO, SMC	Olivewood	 	 	 	 	 	 	 	 	 	1,708,825.12	 	 	 	 	 	 
	5.08000	Property	BMO/SMC	BMO, SMC	Cherry Glen	 	 	 	 	 	 	 	 	 	1,688,788.37	 	 	 	 	 	 
	5.09000	Property	BMO/SMC	BMO, SMC	Plumwood	 	 	 	 	 	 	 	 	 	1,631,563.49	 	 	 	 	 	 
	5.10000	Property	BMO/SMC	BMO, SMC	Camelia Court	 	 	 	 	 	 	 	 	 	1,588,432.09	 	 	 	 	 	 
	5.11000	Property	BMO/SMC	BMO, SMC	Cedargate	 	 	 	 	 	 	 	 	 	1,484,860.47	 	 	 	 	 	 
	5.12000	Property	BMO/SMC	BMO, SMC	Millburn Court	 	 	 	 	 	 	 	 	 	1,335,916.05	 	 	 	 	 	 
	5.13000	Property	BMO/SMC	BMO, SMC	Rosewood Apartments	 	 	 	 	 	 	 	 	 	1,301,653.02	 	 	 	 	 	 
	5.14000	Property	BMO/SMC	BMO, SMC	Winthrop Court	 	 	 	 	 	 	 	 	 	1,238,344.42	 	 	 	 	 	 
	5.15000	Property	BMO/SMC	BMO, SMC	Annhurst	 	 	 	 	 	 	 	 	 	1,076,329.77	 	 	 	 	 	 
	5.16000	Property	BMO/SMC	BMO, SMC	Ashford Hills	 	 	 	 	 	 	 	 	 	977,741.16	 	 	 	 	 	 
	5.17000	Property	BMO/SMC	BMO, SMC	Harbinwood	 	 	 	 	 	 	 	 	 	958,238.84	 	 	 	 	 	 
	5.18000	Property	BMO/SMC	BMO, SMC	Willow Run - New Albany	 	 	 	 	 	 	 	 	 	951,904.42	 	 	 	 	 	 
	5.19000	Property	BMO/SMC	BMO, SMC	Parkville	 	 	 	 	 	 	 	 	 	942,344.42	 	 	 	 	 	 
	5.20000	Property	BMO/SMC	BMO, SMC	Applegate	 	 	 	 	 	 	 	 	 	817,357.67	 	 	 	 	 	 
	5.21000	Property	BMO/SMC	BMO, SMC	Stonehenge	 	 	 	 	 	 	 	 	 	810,553.95	 	 	 	 	 	 
	5.22000	Property	BMO/SMC	BMO, SMC	Meadowland	 	 	 	 	 	 	 	 	 	792,055.12	 	 	 	 	 	 
	5.23000	Property	BMO/SMC	BMO, SMC	Amberwood - Massillion	 	 	 	 	 	 	 	 	 	701,179.30	 	 	 	 	 	 
	5.24000	Property	BMO/SMC	BMO, SMC	Timberwood	 	 	 	 	 	 	 	 	 	701,113.95	 	 	 	 	 	 
	5.25000	Property	BMO/SMC	BMO, SMC	Sherbrook	 	 	 	 	 	 	 	 	 	689,614.88	 	 	 	 	 	 
	5.26000	Property	BMO/SMC	BMO, SMC	Stonehenge Apartments	 	 	 	 	 	 	 	 	 	673,886.74	 	 	 	 	 	 
	5.27000	Property	BMO/SMC	BMO, SMC	Oakley Woods	 	 	 	 	 	 	 	 	 	669,000.93	 	 	 	 	 	 
	5.28000	Property	BMO/SMC	BMO, SMC	Carriage Hill	 	 	 	 	 	 	 	 	 	646,999.30	 	 	 	 	 	 
	5.29000	Property	BMO/SMC	BMO, SMC	Barrington	 	 	 	 	 	 	 	 	 	613,112.56	 	 	 	 	 	 
	5.30000	Property	BMO/SMC	BMO, SMC	Andover Court	 	 	 	 	 	 	 	 	 	591,190.23	 	 	 	 	 	 
	5.31000	Property	BMO/SMC	BMO, SMC	Greenglen II	 	 	 	 	 	 	 	 	 	585,652.09	 	 	 	 	 	 
	5.32000	Property	BMO/SMC	BMO, SMC	Sandalwood	 	 	 	 	 	 	 	 	 	566,302.09	 	 	 	 	 	 
	5.33000	Property	BMO/SMC	BMO, SMC	Spicewood	 	 	 	 	 	 	 	 	 	565,116.98	 	 	 	 	 	 
	5.34000	Property	BMO/SMC	BMO, SMC	Meadowood - Mansfield	 	 	 	 	 	 	 	 	 	401,971.40	 	 	 	 	 	 
	6.00000	Loan	GACC	DBRI, MSBNA, CREFI, WFBNA	601 Lexington Avenue	Yes	40,000,000.00 	683,300,000.00 	723,300,000.00 	B Notes	276,700,000.00	2.79196%	1,000,000,000.00	2.79196%	40,000,000.00	2.79196%	119	0	No	1/9/2032	1/9/2032
	7.00000	Loan	GACC	DBRI	Hudson Commons	Yes	40,000,000.00 	265,000,000.00 	305,000,000.00 	B Note	202,000,000.00	3.51250%	507,000,000.00	3.51250%	40,000,000.00	3.51250%	59	0	No	1/6/2027	1/6/2027
	8.00000	Loan	SMC	SMC, JPMCB 	Bedrock Portfolio	Yes	40,000,000.00 	390,000,000.00 	430,000,000.00 	NAP	NAP	NAP	430,000,000.00	3.77800%	40,000,000.00	3.77800%	83	0	No	1/1/2029	1/1/2029
	8.01000	Property	SMC	SMC, JPMCB 	First National Building	 	 	 	 	 	 	 	 	 	9,222,400.00	 	 	 	 	 	 
	8.02000	Property	SMC	SMC, JPMCB 	The Qube	 	 	 	 	 	 	 	 	 	5,864,000.00	 	 	 	 	 	 
	8.03000	Property	SMC	SMC, JPMCB 	Chrysler House	 	 	 	 	 	 	 	 	 	4,584,000.00	 	 	 	 	 	 
	8.04000	Property	SMC	SMC, JPMCB 	1001 Woodward	 	 	 	 	 	 	 	 	 	4,554,400.00	 	 	 	 	 	 
	8.05000	Property	SMC	SMC, JPMCB 	One Woodward	 	 	 	 	 	 	 	 	 	3,301,600.00	 	 	 	 	 	 
	8.06000	Property	SMC	SMC, JPMCB 	The Z Garage	 	 	 	 	 	 	 	 	 	2,698,400.00	 	 	 	 	 	 
	8.07000	Property	SMC	SMC, JPMCB 	Two Detroit Garage	 	 	 	 	 	 	 	 	 	2,042,400.00	 	 	 	 	 	 
	8.08000	Property	SMC	SMC, JPMCB 	1505 & 1515 Woodward	 	 	 	 	 	 	 	 	 	1,932,800.00	 	 	 	 	 	 
	8.09000	Property	SMC	SMC, JPMCB 	1001 Brush Street	 	 	 	 	 	 	 	 	 	1,631,200.00	 	 	 	 	 	 
	8.10000	Property	SMC	SMC, JPMCB 	The Assembly	 	 	 	 	 	 	 	 	 	1,276,000.00	 	 	 	 	 	 
	8.11000	Property	SMC	SMC, JPMCB 	419 Fort Street Garage	 	 	 	 	 	 	 	 	 	1,160,000.00	 	 	 	 	 	 
	8.12000	Property	SMC	SMC, JPMCB 	Vinton	 	 	 	 	 	 	 	 	 	700,000.00	 	 	 	 	 	 
	8.13000	Property	SMC	SMC, JPMCB 	1401 First Street	 	 	 	 	 	 	 	 	 	690,400.00	 	 	 	 	 	 
	8.14000	Property	SMC	SMC, JPMCB 	Lane Bryant Building	 	 	 	 	 	 	 	 	 	342,400.00	 	 	 	 	 	 
	9.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XV	Yes	40,000,000.00 	46,000,000.00 	86,000,000.00 	NAP	NAP	NAP	86,000,000.00	3.62800%	40,000,000.00	3.62800%	119	0	No	1/1/2032	1/1/2032
	9.01000	Property	KeyBank	KeyBank	West Indian School Road	 	 	 	 	 	 	 	 	 	5,245,890.23	 	 	 	 	 	 
	9.02000	Property	KeyBank	KeyBank	Boalch Avenue Northwest	 	 	 	 	 	 	 	 	 	4,036,437.67	 	 	 	 	 	 
	9.03000	Property	KeyBank	KeyBank	Lemay Ferry Road	 	 	 	 	 	 	 	 	 	3,031,673.95	 	 	 	 	 	 
	9.04000	Property	KeyBank	KeyBank	East Southern Avenue	 	 	 	 	 	 	 	 	 	2,878,303.72	 	 	 	 	 	 
	9.05000	Property	KeyBank	KeyBank	Anderson Road	 	 	 	 	 	 	 	 	 	2,737,364.65	 	 	 	 	 	 
	9.06000	Property	KeyBank	KeyBank	Stoney Island Avenue	 	 	 	 	 	 	 	 	 	2,669,595.81	 	 	 	 	 	 
	9.07000	Property	KeyBank	KeyBank	Duren Avenue	 	 	 	 	 	 	 	 	 	2,553,606.05	 	 	 	 	 	 
	9.08000	Property	KeyBank	KeyBank	North Nova Road	 	 	 	 	 	 	 	 	 	2,348,194.42	 	 	 	 	 	 
	9.09000	Property	KeyBank	KeyBank	Airport Road 	 	 	 	 	 	 	 	 	 	2,104,838.60	 	 	 	 	 	 
	9.10000	Property	KeyBank	KeyBank	South Pennington	 	 	 	 	 	 	 	 	 	2,003,707.91	 	 	 	 	 	 
	9.11000	Property	KeyBank	KeyBank	Southwest 14th Court	 	 	 	 	 	 	 	 	 	1,893,773.49	 	 	 	 	 	 
	9.12000	Property	KeyBank	KeyBank	Southeast Jennings Road	 	 	 	 	 	 	 	 	 	1,640,697.67	 	 	 	 	 	 
	9.13000	Property	KeyBank	KeyBank	49th Street South and 8th Avenue South	 	 	 	 	 	 	 	 	 	1,600,862.79	 	 	 	 	 	 
	9.14000	Property	KeyBank	KeyBank	South Broadway	 	 	 	 	 	 	 	 	 	1,581,834.88	 	 	 	 	 	 
	9.15000	Property	KeyBank	KeyBank	30th Avenue North	 	 	 	 	 	 	 	 	 	1,566,332.56	 	 	 	 	 	 
	9.16000	Property	KeyBank	KeyBank	Main Street	 	 	 	 	 	 	 	 	 	1,142,573.02	 	 	 	 	 	 
	9.17000	Property	KeyBank	KeyBank	Warwick Boulevard	 	 	 	 	 	 	 	 	 	964,312.56	 	 	 	 	 	 
	10.00000	Loan	BMO	BMO	111 River Street	Yes	37,500,000.00 	40,000,000.00 	77,500,000.00 	B Note	76,250,000.00	3.28000%	153,750,000.00	3.28000%	37,500,000.00	3.28000%	60	0	No	2/6/2027	2/6/2027
	11.00000	Loan	BMO	BMO	2 Riverfront Plaza	Yes	37,500,000.00 	72,500,000.00 	110,000,000.00 	NAP	NAP	NAP	110,000,000.00	4.26000%	37,500,000.00	4.26000%	119	0	No	1/6/2032	1/6/2032
	12.00000	Loan	SMC	SMC	Northwest Capital Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	37,500,000.00	4.37000%	120	0	No	2/6/2032	2/6/2032
	12.01000	Property	SMC	SMC	Center Plaza	 	 	 	 	 	 	 	 	 	17,692,307.69	 	 	 	 	 	 
	12.02000	Property	SMC	SMC	Village by the Creek	 	 	 	 	 	 	 	 	 	7,628,205.13	 	 	 	 	 	 
	12.03000	Property	SMC	SMC	Riverway Plaza	 	 	 	 	 	 	 	 	 	6,538,461.54	 	 	 	 	 	 
	12.04000	Property	SMC	SMC	Pike Street Building	 	 	 	 	 	 	 	 	 	3,333,333.33	 	 	 	 	 	 
	12.05000	Property	SMC	SMC	Monroe Retail Center	 	 	 	 	 	 	 	 	 	2,307,692.31	 	 	 	 	 	 
	13.00000	Loan	SMC	SMC	Victoria Village Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	32,877,136.57	4.49000%	117	357	No	11/6/2031	11/6/2031
	14.00000	Loan	BMO	BMO	Tangent Industrial Park	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	31,500,000.00	3.83000%	119	0	No	1/6/2032	1/6/2032
	15.00000	Loan	BMO	BMO	NYC MFRT Portfolio	Yes	30,000,000.00 	30,200,000.00 	60,200,000.00 	NAP	NAP	NAP	60,200,000.00	3.96000%	30,000,000.00	3.96000%	120	0	No	2/6/2032	2/6/2032
	15.01000	Property	BMO	BMO	45 John Street	 	 	 	 	 	 	 	 	 	16,843,853.82	 	 	 	 	 	 
	15.02000	Property	BMO	BMO	2027-2127 Emmons Avenue	 	 	 	 	 	 	 	 	 	13,156,146.18	 	 	 	 	 	 
	16.00000	Loan	BMO	BMO	Western Retail Center	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	28,200,000.00	3.50000%	119	360	No	1/6/2032	1/6/2032
	17.00000	Loan	GACC	DBRI	Candlewood Suites Orlando	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	26,000,000.00	5.03600%	118	360	No	12/6/2031	12/6/2031
	18.00000	Loan	KeyBank	KeyBank	VanWest Storage Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	25,000,000.00	4.02000%	120	0	No	2/1/2032	2/1/2032
	18.01000	Property	KeyBank	KeyBank	ClearHome Self Storage - Sycamore	 	 	 	 	 	 	 	 	 	3,932,584.27	 	 	 	 	 	 
	18.02000	Property	KeyBank	KeyBank	ClearHome Self Storage - Blue Island	 	 	 	 	 	 	 	 	 	3,511,235.96	 	 	 	 	 	 
	18.03000	Property	KeyBank	KeyBank	ClearHome Storage - Walkertown	 	 	 	 	 	 	 	 	 	3,342,696.63	 	 	 	 	 	 
	18.04000	Property	KeyBank	KeyBank	ClearHome Self Storage - Chaney	 	 	 	 	 	 	 	 	 	3,258,426.97	 	 	 	 	 	 
	18.05000	Property	KeyBank	KeyBank	ClearHome Self Storage	 	 	 	 	 	 	 	 	 	3,005,617.98	 	 	 	 	 	 
	18.06000	Property	KeyBank	KeyBank	American Mini Storage	 	 	 	 	 	 	 	 	 	2,865,168.54	 	 	 	 	 	 
	18.07000	Property	KeyBank	KeyBank	Marsh Harbor Self Storage 	 	 	 	 	 	 	 	 	 	1,910,112.36	 	 	 	 	 	 
	18.08000	Property	KeyBank	KeyBank	ClearHome Self Storage - Florosa	 	 	 	 	 	 	 	 	 	1,825,842.70	 	 	 	 	 	 
	18.09000	Property	KeyBank	KeyBank	Crews Storage	 	 	 	 	 	 	 	 	 	1,348,314.61	 	 	 	 	 	 
	19.0000000	Loan	SMC	SMC	BJ’s Wholesale Club - Kendall	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	22,100,000.00	4.70000%	119	0	No	1/6/2032	1/6/2032
	20	Loan	Sabal	UBS AG	Wyndham National Hotel Portfolio	Yes	18,914,094.64 	118,213,091.50 	137,127,186.14 	NAP	NAP	NAP	137,127,186.14	4.85000%	18,914,094.64	4.85000%	94	244	No	12/6/2029	12/6/2029
	20.01000	Property	Sabal	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 	 	 	1,424,922.08	 	 	 	 	 	 
	20.02000	Property	Sabal	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 	 	 	1,157,450.55	 	 	 	 	 	 
	20.03000	Property	Sabal	UBS AG	Travelodge - 1170 West Flaming Gorge Way	 	 	 	 	 	 	 	 	 	1,105,131.26	 	 	 	 	 	 
	20.04000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 	 	 	992,161.59	 	 	 	 	 	 
	20.05000	Property	Sabal	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 	 	 	754,671.34	 	 	 	 	 	 
	20.06000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1608 East Business US 60	 	 	 	 	 	 	 	 	 	704,687.65	 	 	 	 	 	 
	20.07000	Property	Sabal	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 	 	 	700,366.16	 	 	 	 	 	 
	20.08000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 	 	 	658,078.02	 	 	 	 	 	 
	20.09000	Property	Sabal	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 	 	 	640,913.82	 	 	 	 	 	 
	20.10000	Property	Sabal	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 	 	 	608,792.11	 	 	 	 	 	 
	20.11000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 	 	 	598,308.55	 	 	 	 	 	 
	20.12000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 	 	 	558,243.39	 	 	 	 	 	 
	20.13000	Property	Sabal	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 	 	 	547,621.66	 	 	 	 	 	 
	20.14000	Property	Sabal	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 	 	 	538,967.28	 	 	 	 	 	 
	20.15000	Property	Sabal	UBS AG	Travelodge - 1110 Southeast 4th Street	 	 	 	 	 	 	 	 	 	531,004.48	 	 	 	 	 	 
	20.16000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 	 	 	474,209.72	 	 	 	 	 	 
	20.17000	Property	Sabal	UBS AG	Travelodge - 800 West Laramie Street	 	 	 	 	 	 	 	 	 	471,853.64	 	 	 	 	 	 
	20.18000	Property	Sabal	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 	 	 	467,705.83	 	 	 	 	 	 
	20.19000	Property	Sabal	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 	 	 	440,478.33	 	 	 	 	 	 
	20.20000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 	 	 	428,900.96	 	 	 	 	 	 
	20.21000	Property	Sabal	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 	 	 	392,092.10	 	 	 	 	 	 
	20.22000	Property	Sabal	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 	 	 	391,890.12	 	 	 	 	 	 
	20.23000	Property	Sabal	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 	 	 	385,221.31	 	 	 	 	 	 
	20.24000	Property	Sabal	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 	 	 	357,181.34	 	 	 	 	 	 
	20.25000	Property	Sabal	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 	 	 	331,223.65	 	 	 	 	 	 
	20.26000	Property	Sabal	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 	 	 	315,369.87	 	 	 	 	 	 
	20.27000	Property	Sabal	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 	 	 	304,186.51	 	 	 	 	 	 
	20.28000	Property	Sabal	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 	 	 	288,880.26	 	 	 	 	 	 
	20.29000	Property	Sabal	UBS AG	Travelodge - 2200 East South Avenue	 	 	 	 	 	 	 	 	 	279,232.22	 	 	 	 	 	 
	20.30000	Property	Sabal	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 	 	 	236,164.92	 	 	 	 	 	 
	20.31000	Property	Sabal	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 	 	 	235,662.36	 	 	 	 	 	 
	20.32000	Property	Sabal	UBS AG	Days Inn - 3431 14th Avenue South	 	 	 	 	 	 	 	 	 	200,895.86	 	 	 	 	 	 
	20.33000	Property	Sabal	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 	 	 	172,737.14	 	 	 	 	 	 
	20.34000	Property	Sabal	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 	 	 	166,734.79	 	 	 	 	 	 
	20.35000	Property	Sabal	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 	 	 	160,606.91	 	 	 	 	 	 
	20.36000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2005 Daley Street	 	 	 	 	 	 	 	 	 	154,268.06	 	 	 	 	 	 
	20.37000	Property	Sabal	UBS AG	Travelodge - 1177 East 16th Street	 	 	 	 	 	 	 	 	 	141,804.87	 	 	 	 	 	 
	20.38000	Property	Sabal	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 	 	 	138,347.09	 	 	 	 	 	 
	20.39000	Property	Sabal	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 	 	 	114,685.09	 	 	 	 	 	 
	20.40000	Property	Sabal	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 	 	 	104,353.63	 	 	 	 	 	 
	20.41000	Property	Sabal	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 	 	 	78,541.46	 	 	 	 	 	 
	20.42000	Property	Sabal	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 	 	 	65,221.02	 	 	 	 	 	 
	20.43000	Property	Sabal	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 	 	 	52,176.81	 	 	 	 	 	 
	20.44000	Property	Sabal	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 	 	 	42,148.83	 	 	 	 	 	 
	21.00000	Loan	KeyBank	KeyBank	Fleet Farm - Stevens Point	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	18,000,000.00	3.77000%	120	0	No	2/1/2032	2/1/2032
	22.00000	Loan	BMO	BMO, WFBNA, Barclays, 3650 REIT	Meadowood Mall	Yes	17,933,084.36 	61,769,512.82 	79,702,597.18 	B Note	27,979,522.63	10.75000%	107,682,119.82	5.69814814814815%	17,933,084.36	3.93000%	58	298	No	12/1/2026	12/1/2026
	23.00000	Loan	SMC	SMC	Wagschal Multifamily Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	16,900,000.00	4.48500%	120	0	No	2/6/2032	2/6/2032
	23.01000	Property	SMC	SMC	318 Bedford Avenue	 	 	 	 	 	 	 	 	 	2,735,260.12	 	 	 	 	 	 
	23.02000	Property	SMC	SMC	130 South 2nd Street	 	 	 	 	 	 	 	 	 	2,279,383.43	 	 	 	 	 	 
	23.03000	Property	SMC	SMC	740 Driggs Avenue	 	 	 	 	 	 	 	 	 	1,888,631.98	 	 	 	 	 	 
	23.04000	Property	SMC	SMC	182 Meserole Street	 	 	 	 	 	 	 	 	 	1,888,631.98	 	 	 	 	 	 
	23.05000	Property	SMC	SMC	178 Meserole Street	 	 	 	 	 	 	 	 	 	1,758,381.50	 	 	 	 	 	 
	23.06000	Property	SMC	SMC	180 Meserole Street	 	 	 	 	 	 	 	 	 	1,693,256.26	 	 	 	 	 	 
	23.07000	Property	SMC	SMC	342 Rodney Street	 	 	 	 	 	 	 	 	 	1,660,693.64	 	 	 	 	 	 
	23.08000	Property	SMC	SMC	68 Carroll Street	 	 	 	 	 	 	 	 	 	1,172,254.34	 	 	 	 	 	 
	23.09000	Property	SMC	SMC	144 Huntington Street	 	 	 	 	 	 	 	 	 	944,315.99	 	 	 	 	 	 
	23.10000	Property	SMC	SMC	440 Lorimer Street	 	 	 	 	 	 	 	 	 	879,190.75	 	 	 	 	 	 
	24.00000	Loan	BMO	BMO	Warrington Plaza	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	15,730,000.00	3.30000%	119	360	No	1/6/2032	1/6/2032
	25.00000	Loan	Sabal	Sabal Capital II, LLC	Midway Market Square	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	15,000,000.00	4.41000%	120	240	No	2/6/2032	2/6/2032
	26.00000	Loan	SMC	SMC	Peoria Center at Arrowhead	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	14,425,000.00	4.03000%	119	0	No	1/6/2032	1/6/2032
	27.00000	Loan	BMO	BMO	Mills Fleet Farm Carver	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	13,890,000.00	3.88000%	118	0	No	12/6/2031	12/6/2031
	28.00000	Loan	Sabal	Sabal Capital II, LLC	Riverside Commons	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	12,150,000.00	3.26200%	118	0	No	12/6/2031	12/6/2031
	29.00000	Loan	BMO	BMO	Thompson Court 	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	12,000,000.00	3.89000%	119	0	No	1/6/2032	1/6/2032
	30.00000	Loan	SMC	SMC	Home2 Suites Temple	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	11,285,198.42	4.07000%	119	359	No	1/6/2032	1/6/2032
	31.00000	Loan	Sabal	Sabal Capital II, LLC	Alto Serramonte Shopping Center	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	11,250,000.00	3.40000%	118	0	No	12/6/2031	12/6/2031
	32.00000	Loan	BMO	BMO	Feather River Shopping Center	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	11,200,000.00	3.63000%	119	0	No	1/6/2032	1/6/2032
	33.00000	Loan	Sabal	Sabal Capital II, LLC	40-91 Fox Hill Drive Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	10,900,000.00	3.59000%	118	0	No	12/6/2031	12/6/2031
	34.00000	Loan	BMO	BMO	611-617 W 148th Street	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	10,750,000.00	3.47000%	119	0	No	1/6/2032	1/6/2032
	35.00000	Loan	SMC	SMC	Towneplace Suites El Paso	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	10,000,000.00	4.29600%	120	360	No	2/6/2032	2/6/2032
	36	Loan	BMO	BMO	Centennial Plaza	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,474,250.00	3.81000%	83	360	No	1/6/2029	1/6/2029
	37	Loan	BMO	BMO	Jefferson County Plaza	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,421,250.00	3.81000%	83	360	No	1/6/2029	1/6/2029
	38.00000	Loan	BMO	BMO	Arc on Armour	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	9,650,000.00	4.00000%	119	0	No	1/6/2032	1/6/2032
	39.00000	Loan	BMO	BMO	The Shops at Trinity Park	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	9,540,000.00	3.73000%	119	0	No	1/6/2032	1/6/2032
	40.00000	Loan	KeyBank	KeyBank	SAPA Transmission	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	9,350,000.00	5.44000%	60	360	No	2/1/2027	2/1/2027
	41.00000	Loan	KeyBank	KeyBank	CubeSmart Self Storage - Lacey	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	9,000,000.00	3.55000%	118	0	No	12/1/2031	12/1/2031
	42.00000	Loan	Sabal	Sabal Capital II, LLC	Main Street	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	8,750,000.00	3.63000%	119	0	No	1/6/2032	1/6/2032
	43.00000	Loan	Sabal	Sabal Capital II, LLC	Corrington Industrial	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	8,075,000.00	3.55000%	119	360	No	1/6/2032	1/6/2032
	44.00000	Loan	SMC	SMC	West Allen Plaza	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	7,050,000.00	3.90000%	120	360	No	2/6/2032	2/6/2032
	45.00000	Loan	KeyBank	KeyBank	Schlegel Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	6,790,000.00	4.14000%	117	360	No	11/1/2031	11/1/2031
	45.01000	Property	KeyBank	KeyBank	Ringwood	 	 	 	 	 	 	 	 	 	3,497,878.79	 	 	 	 	 	 
	45.02000	Property	KeyBank	KeyBank	Minooka	 	 	 	 	 	 	 	 	 	3,292,121.21	 	 	 	 	 	 
	46.00000	Loan	Sabal	Sabal Capital II, LLC	Triskett Road Self Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	6,550,000.00	3.92250%	120	0	No	2/6/2032	2/6/2032
	47.00000	Loan	Sabal	Sabal Capital II, LLC	1214 West Carmen	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	6,050,000.00	4.02000%	120	0	No	2/6/2032	2/6/2032
	48.00000	Loan	KeyBank	KeyBank	Planet Self Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	6,000,000.00	3.59000%	82	0	No	12/1/2028	12/1/2028
	49.00000	Loan	SMC	SMC	Plantation Canal	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,850,000.00	3.80500%	119	0	No	1/6/2032	1/6/2032
	50.00000	Loan	KeyBank	KeyBank	Flynn Avenue Self Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,800,000.00	3.35000%	120	0	No	2/1/2032	2/1/2032
	51	Loan	Sabal	Sabal Capital II, LLC	Schleider Apartment Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,550,000.00	3.96000%	120	0	No	2/6/2032	2/6/2032
	51.01000	Property	Sabal	Sabal Capital II, LLC	37 Driggs Avenue	 	 	 	 	 	 	 	 	 	2,630,925.51	 	 	 	 	 	 
	51.02000	Property	Sabal	Sabal Capital II, LLC	2822 South Redondo	 	 	 	 	 	 	 	 	 	2,136,060.95	 	 	 	 	 	 
	51.03000	Property	Sabal	Sabal Capital II, LLC	5916 Howe Street	 	 	 	 	 	 	 	 	 	783,013.54	 	 	 	 	 	 
	52.00000	Loan	SMC	SMC	NSC Traverse Silver Lake Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,500,000.00	3.40000%	119	0	No	1/6/2032	1/6/2032
	53.00000	Loan	SMC	SMC	NSC Grand River Lyon Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,500,000.00	3.40000%	119	0	No	1/6/2032	1/6/2032
	54.00000	Loan	KeyBank	KeyBank	Middletown Retail Plaza	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,362,000.00	3.58000%	119	360	No	1/1/2032	1/1/2032
	55.0000000	Loan	KeyBank	KeyBank	Laguna Beach Mixed Use	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	5,000,000.00	4.29000%	120	0	No	2/1/2032	2/1/2032
	56.00000	Loan	Sabal	Sabal Capital II, LLC	1642-1646 West Belmont Avenue	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,850,000.00	4.02000%	120	0	No	2/6/2032	2/6/2032
	57.00000	Loan	Sabal	Sabal Capital II, LLC	Grand Logan Lodge Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,700,000.00	3.55000%	117	0	No	11/6/2031	11/6/2031
	58.00000	Loan	Sabal	Sabal Capital II, LLC	Inland Boat & Self Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,290,000.00	4.00000%	119	360	No	1/6/2032	1/6/2032
	59.00000	Loan	KeyBank	KeyBank	Richmond Mixed-Use Portfolio	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,225,000.00	4.69000%	60	360	No	2/1/2027	2/1/2027
	60.00000	Loan	SMC	SMC	Everett Building	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	4,130,000.00	4.07000%	118	360	No	12/6/2031	12/6/2031
	61.00000	Loan	KeyBank	KeyBank	Bethany Medical	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,800,000.00	3.65000%	55	0	No	9/1/2026	9/1/2026
	62.00000	Loan	Sabal	Sabal Capital II, LLC	880 N Milwaukee Ave Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,615,000.00	3.74000%	119	0	No	1/6/2032	1/6/2032
	63.00000	Loan	Sabal	Sabal Capital II, LLC	The Wash Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,535,000.00	4.05000%	117	360	No	11/6/2031	11/6/2031
	64.00000	Loan	KeyBank	KeyBank	Broward County Industrial	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,525,000.00	4.21000%	120	0	No	2/1/2032	2/1/2032
	64.01000	Property	KeyBank	KeyBank	Fort Lauderdale Small Bay Warehouses	 	 	 	 	 	 	 	 	 	2,392,654.00	 	 	 	 	 	 
	64.02000	Property	KeyBank	KeyBank	Deerfield Beach Small Bay Warehouses	 	 	 	 	 	 	 	 	 	1,132,346.00	 	 	 	 	 	 
	65.00000	Loan	SMC	SMC	111 Main Street	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,400,000.00	4.69500%	120	0	No	2/6/2032	2/6/2032
	66.00000	Loan	Sabal	Sabal Capital II, LLC	37-43 8th Avenue	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,300,000.00	3.72000%	116	0	No	10/6/2031	10/6/2031
	67.00000	Loan	Sabal	Sabal Capital II, LLC	Ganser Way Office	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	3,022,000.00	3.92500%	117	360	No	11/6/2031	11/6/2031
	68.00000	Loan	Sabal	Sabal Capital II, LLC	Bloomfield Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,994,292.04	3.78000%	119	299	No	1/6/2032	1/6/2032
	69.00000	Loan	Sabal	Sabal Capital II, LLC	Upper Westside Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,489,467.82	3.88200%	117	357	No	11/6/2031	11/6/2031
	70.00000	Loan	Sabal	Sabal Capital II, LLC	2641 - 2643 West Estes Avenue Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,400,000.00	3.56500%	115	0	No	9/6/2031	9/6/2031
	71.00000	Loan	SMC	SMC	1429 Bushwick Avenue	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,400,000.00	3.60000%	119	0	No	1/6/2032	1/6/2032
	72.00000	Loan	Sabal	Sabal Capital II, LLC	Marshall Place Apartments	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,339,935.51	4.14000%	118	358	No	12/6/2031	12/6/2031
	73.00000	Loan	Sabal	Sabal Capital II, LLC	Longfield Estates MHC	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,300,000.00	3.86000%	119	360	No	1/6/2032	1/6/2032
	74.00000	Loan	Sabal	Sabal Capital II, LLC	Duskfire Professional Center	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,250,000.00	3.85000%	119	360	No	1/6/2032	1/6/2032
	75.00000	Loan	Sabal	Sabal Capital II, LLC	Jacksonville Secure Self Storage	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,100,000.00	4.27500%	117	360	No	11/6/2031	11/6/2031
	76.00000	Loan	BMO	BMO	Diamond Blade	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	2,000,000.00	4.72000%	118	0	No	12/6/2031	12/6/2031
	77.00000	Loan	SMC	SMC	640 Virginia Park Street	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP	NAP	1,425,000.00	5.13000%	120	360	No	2/6/2032	2/6/2032
	 	 	BMO	BMO	360 Rosemary Note B	NAP	 	 	 	B Note	100,802,000.00	3.95000%	 	 	100,802,000.00	3.95000%	120	0	No	2/6/2032	2/6/2032
	 	 	BMO	BMO	111 River Street Note B	NAP	 	 	 	B Note	76,250,000.00	3.28000%	 	 	76,250,000.00	3.28000%	60	0	No	2/6/2027	2/6/2027


 


 



    	 	 	 



     


     


	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	Loan/Prop.	Seller	Originator	Property Name	ARD Step Up (%)	Crossed Loan	Subservicer In Place (Y/N)	Subservicer Name	Subservicer Fee	Master Servicing Fee Rate	Primary Servicing Fee Rate
	1.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XVI	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	1.01000	Property	KeyBank	KeyBank	Crestwood Boulevard	 	 	 	 	 	 	 
	1.02000	Property	KeyBank	KeyBank	Hallmark Drive	 	 	 	 	 	 	 
	1.03000	Property	KeyBank	KeyBank	Gray Road	 	 	 	 	 	 	 
	1.04000	Property	KeyBank	KeyBank	Marconi Avenue	 	 	 	 	 	 	 
	1.05000	Property	KeyBank	KeyBank	Ocean Gateway	 	 	 	 	 	 	 
	1.06000	Property	KeyBank	KeyBank	Amity Road 	 	 	 	 	 	 	 
	1.07000	Property	KeyBank	KeyBank	Gladstell Road	 	 	 	 	 	 	 
	1.08000	Property	KeyBank	KeyBank	US Route One	 	 	 	 	 	 	 
	1.09000	Property	KeyBank	KeyBank	Farm to Market 1093	 	 	 	 	 	 	 
	1.10000	Property	KeyBank	KeyBank	Meade Avenue	 	 	 	 	 	 	 
	1.11000	Property	KeyBank	KeyBank	Camp Horne	 	 	 	 	 	 	 
	1.12000	Property	KeyBank	KeyBank	Hazel Avenue	 	 	 	 	 	 	 
	1.13000	Property	KeyBank	KeyBank	Hoover Court	 	 	 	 	 	 	 
	1.14000	Property	KeyBank	KeyBank	Highway 6 North	 	 	 	 	 	 	 
	1.15000	Property	KeyBank	KeyBank	Farm to Market 725	 	 	 	 	 	 	 
	1.16000	Property	KeyBank	KeyBank	Hidden Hill Road	 	 	 	 	 	 	 
	1.17000	Property	KeyBank	KeyBank	Arndt Road	 	 	 	 	 	 	 
	1.18000	Property	KeyBank	KeyBank	East Rosedale Street	 	 	 	 	 	 	 
	1.19000	Property	KeyBank	KeyBank	Grisham Drive	 	 	 	 	 	 	 
	2.00000	Loan	BMO	BMO	360 Rosemary	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	3.00000	Loan	BMO	BMO	HTI MOB Portfolio	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	3.01000	Property	BMO	BMO	Madison Medical Plaza	 	 	 	 	 	 	 
	3.02000	Property	BMO	BMO	Dyer Building	 	 	 	 	 	 	 
	3.03000	Property	BMO	BMO	Texas Children's Hospital	 	 	 	 	 	 	 
	3.04000	Property	BMO	BMO	Aurora Health Center	 	 	 	 	 	 	 
	3.05000	Property	BMO	BMO	Fort Wayne Engle Road	 	 	 	 	 	 	 
	3.06000	Property	BMO	BMO	Hefner Pointe	 	 	 	 	 	 	 
	3.07000	Property	BMO	BMO	Circleville MOB	 	 	 	 	 	 	 
	3.08000	Property	BMO	BMO	Illinois CancerCenter	 	 	 	 	 	 	 
	3.09000	Property	BMO	BMO	Fort Wayne Dupont	 	 	 	 	 	 	 
	4.00000	Loan	BMO	BMO, Barclays	Coleman Highline Phase IV	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%)	NAP	Y	Keybank National Association	0.01200%	0.00125%	0.00000%
	5.00000	Loan	BMO/SMC	BMO, SMC	AMF Portfolio(1)	 	NAP	Y	Keybank National Association	0.00125%	0.00125%	0.00000%
	5.01000	Property	BMO/SMC	BMO, SMC	Cambridge Commons	 	 	 	 	 	 	 
	5.02000	Property	BMO/SMC	BMO, SMC	Indian Lake I	 	 	 	 	 	 	 
	5.03000	Property	BMO/SMC	BMO, SMC	Stewart Way 1	 	 	 	 	 	 	 
	5.04000	Property	BMO/SMC	BMO, SMC	Cedargate Lancaster	 	 	 	 	 	 	 
	5.05000	Property	BMO/SMC	BMO, SMC	Amesbury	 	 	 	 	 	 	 
	5.06000	Property	BMO/SMC	BMO, SMC	Red Deer	 	 	 	 	 	 	 
	5.07000	Property	BMO/SMC	BMO, SMC	Olivewood	 	 	 	 	 	 	 
	5.08000	Property	BMO/SMC	BMO, SMC	Cherry Glen	 	 	 	 	 	 	 
	5.09000	Property	BMO/SMC	BMO, SMC	Plumwood	 	 	 	 	 	 	 
	5.10000	Property	BMO/SMC	BMO, SMC	Camelia Court	 	 	 	 	 	 	 
	5.11000	Property	BMO/SMC	BMO, SMC	Cedargate	 	 	 	 	 	 	 
	5.12000	Property	BMO/SMC	BMO, SMC	Millburn Court	 	 	 	 	 	 	 
	5.13000	Property	BMO/SMC	BMO, SMC	Rosewood Apartments	 	 	 	 	 	 	 
	5.14000	Property	BMO/SMC	BMO, SMC	Winthrop Court	 	 	 	 	 	 	 
	5.15000	Property	BMO/SMC	BMO, SMC	Annhurst	 	 	 	 	 	 	 
	5.16000	Property	BMO/SMC	BMO, SMC	Ashford Hills	 	 	 	 	 	 	 
	5.17000	Property	BMO/SMC	BMO, SMC	Harbinwood	 	 	 	 	 	 	 
	5.18000	Property	BMO/SMC	BMO, SMC	Willow Run - New Albany	 	 	 	 	 	 	 
	5.19000	Property	BMO/SMC	BMO, SMC	Parkville	 	 	 	 	 	 	 
	5.20000	Property	BMO/SMC	BMO, SMC	Applegate	 	 	 	 	 	 	 
	5.21000	Property	BMO/SMC	BMO, SMC	Stonehenge	 	 	 	 	 	 	 
	5.22000	Property	BMO/SMC	BMO, SMC	Meadowland	 	 	 	 	 	 	 
	5.23000	Property	BMO/SMC	BMO, SMC	Amberwood - Massillion	 	 	 	 	 	 	 
	5.24000	Property	BMO/SMC	BMO, SMC	Timberwood	 	 	 	 	 	 	 
	5.25000	Property	BMO/SMC	BMO, SMC	Sherbrook	 	 	 	 	 	 	 
	5.26000	Property	BMO/SMC	BMO, SMC	Stonehenge Apartments	 	 	 	 	 	 	 
	5.27000	Property	BMO/SMC	BMO, SMC	Oakley Woods	 	 	 	 	 	 	 
	5.28000	Property	BMO/SMC	BMO, SMC	Carriage Hill	 	 	 	 	 	 	 
	5.29000	Property	BMO/SMC	BMO, SMC	Barrington	 	 	 	 	 	 	 
	5.30000	Property	BMO/SMC	BMO, SMC	Andover Court	 	 	 	 	 	 	 
	5.31000	Property	BMO/SMC	BMO, SMC	Greenglen II	 	 	 	 	 	 	 
	5.32000	Property	BMO/SMC	BMO, SMC	Sandalwood	 	 	 	 	 	 	 
	5.33000	Property	BMO/SMC	BMO, SMC	Spicewood	 	 	 	 	 	 	 
	5.34000	Property	BMO/SMC	BMO, SMC	Meadowood - Mansfield	 	 	 	 	 	 	 
	6.00000	Loan	GACC	DBRI, MSBNA, CREFI, WFBNA	601 Lexington Avenue	 	NAP	Y	Wells Fargo	0.00500%	0.00125%	0.00000%
	7.00000	Loan	GACC	DBRI	Hudson Commons	 	NAP	Y	Keybank National Association	0.00925%	0.00125%	0.00000%
	8.00000	Loan	SMC	SMC, JPMCB 	Bedrock Portfolio	 	NAP	Y	Bernard Financial / Midland	0.05000%	0.00125%	0.00000%
	8.01000	Property	SMC	SMC, JPMCB 	First National Building	 	 	 	 	 	 	 
	8.02000	Property	SMC	SMC, JPMCB 	The Qube	 	 	 	 	 	 	 
	8.03000	Property	SMC	SMC, JPMCB 	Chrysler House	 	 	 	 	 	 	 
	8.04000	Property	SMC	SMC, JPMCB 	1001 Woodward	 	 	 	 	 	 	 
	8.05000	Property	SMC	SMC, JPMCB 	One Woodward	 	 	 	 	 	 	 
	8.06000	Property	SMC	SMC, JPMCB 	The Z Garage	 	 	 	 	 	 	 
	8.07000	Property	SMC	SMC, JPMCB 	Two Detroit Garage	 	 	 	 	 	 	 
	8.08000	Property	SMC	SMC, JPMCB 	1505 & 1515 Woodward	 	 	 	 	 	 	 
	8.09000	Property	SMC	SMC, JPMCB 	1001 Brush Street	 	 	 	 	 	 	 
	8.10000	Property	SMC	SMC, JPMCB 	The Assembly	 	 	 	 	 	 	 
	8.11000	Property	SMC	SMC, JPMCB 	419 Fort Street Garage	 	 	 	 	 	 	 
	8.12000	Property	SMC	SMC, JPMCB 	Vinton	 	 	 	 	 	 	 
	8.13000	Property	SMC	SMC, JPMCB 	1401 First Street	 	 	 	 	 	 	 
	8.14000	Property	SMC	SMC, JPMCB 	Lane Bryant Building	 	 	 	 	 	 	 
	9.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XV	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	9.01000	Property	KeyBank	KeyBank	West Indian School Road	 	 	 	 	 	 	 
	9.02000	Property	KeyBank	KeyBank	Boalch Avenue Northwest	 	 	 	 	 	 	 
	9.03000	Property	KeyBank	KeyBank	Lemay Ferry Road	 	 	 	 	 	 	 
	9.04000	Property	KeyBank	KeyBank	East Southern Avenue	 	 	 	 	 	 	 
	9.05000	Property	KeyBank	KeyBank	Anderson Road	 	 	 	 	 	 	 
	9.06000	Property	KeyBank	KeyBank	Stoney Island Avenue	 	 	 	 	 	 	 
	9.07000	Property	KeyBank	KeyBank	Duren Avenue	 	 	 	 	 	 	 
	9.08000	Property	KeyBank	KeyBank	North Nova Road	 	 	 	 	 	 	 
	9.09000	Property	KeyBank	KeyBank	Airport Road 	 	 	 	 	 	 	 
	9.10000	Property	KeyBank	KeyBank	South Pennington	 	 	 	 	 	 	 
	9.11000	Property	KeyBank	KeyBank	Southwest 14th Court	 	 	 	 	 	 	 
	9.12000	Property	KeyBank	KeyBank	Southeast Jennings Road	 	 	 	 	 	 	 
	9.13000	Property	KeyBank	KeyBank	49th Street South and 8th Avenue South	 	 	 	 	 	 	 
	9.14000	Property	KeyBank	KeyBank	South Broadway	 	 	 	 	 	 	 
	9.15000	Property	KeyBank	KeyBank	30th Avenue North	 	 	 	 	 	 	 
	9.16000	Property	KeyBank	KeyBank	Main Street	 	 	 	 	 	 	 
	9.17000	Property	KeyBank	KeyBank	Warwick Boulevard	 	 	 	 	 	 	 
	10.00000	Loan	BMO	BMO	111 River Street	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	11.00000	Loan	BMO	BMO	2 Riverfront Plaza	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	12.00000	Loan	SMC	SMC	Northwest Capital Portfolio	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	12.01000	Property	SMC	SMC	Center Plaza	 	 	 	 	 	 	 
	12.02000	Property	SMC	SMC	Village by the Creek	 	 	 	 	 	 	 
	12.03000	Property	SMC	SMC	Riverway Plaza	 	 	 	 	 	 	 
	12.04000	Property	SMC	SMC	Pike Street Building	 	 	 	 	 	 	 
	12.05000	Property	SMC	SMC	Monroe Retail Center	 	 	 	 	 	 	 
	13.00000	Loan	SMC	SMC	Victoria Village Apartments	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	14.00000	Loan	BMO	BMO	Tangent Industrial Park	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	15.00000	Loan	BMO	BMO	NYC MFRT Portfolio	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	15.01000	Property	BMO	BMO	45 John Street	 	 	 	 	 	 	 
	15.02000	Property	BMO	BMO	2027-2127 Emmons Avenue	 	 	 	 	 	 	 
	16.00000	Loan	BMO	BMO	Western Retail Center	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	17.00000	Loan	GACC	DBRI	Candlewood Suites Orlando	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	18.00000	Loan	KeyBank	KeyBank	VanWest Storage Portfolio	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	18.01000	Property	KeyBank	KeyBank	ClearHome Self Storage - Sycamore	 	 	 	 	 	 	 
	18.02000	Property	KeyBank	KeyBank	ClearHome Self Storage - Blue Island	 	 	 	 	 	 	 
	18.03000	Property	KeyBank	KeyBank	ClearHome Storage - Walkertown	 	 	 	 	 	 	 
	18.04000	Property	KeyBank	KeyBank	ClearHome Self Storage - Chaney	 	 	 	 	 	 	 
	18.05000	Property	KeyBank	KeyBank	ClearHome Self Storage	 	 	 	 	 	 	 
	18.06000	Property	KeyBank	KeyBank	American Mini Storage	 	 	 	 	 	 	 
	18.07000	Property	KeyBank	KeyBank	Marsh Harbor Self Storage 	 	 	 	 	 	 	 
	18.08000	Property	KeyBank	KeyBank	ClearHome Self Storage - Florosa	 	 	 	 	 	 	 
	18.09000	Property	KeyBank	KeyBank	Crews Storage	 	 	 	 	 	 	 
	19.0000000	Loan	SMC	SMC	BJ’s Wholesale Club - Kendall	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	20	Loan	Sabal	UBS AG	Wyndham National Hotel Portfolio	 	NAP	Y	Wells Fargo	0.00125%	0.00125%	0.00000%
	20.01000	Property	Sabal	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 
	20.02000	Property	Sabal	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 
	20.03000	Property	Sabal	UBS AG	Travelodge - 1170 West Flaming Gorge Way	 	 	 	 	 	 	 
	20.04000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 
	20.05000	Property	Sabal	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 
	20.06000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1608 East Business US 60	 	 	 	 	 	 	 
	20.07000	Property	Sabal	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 
	20.08000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 
	20.09000	Property	Sabal	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 
	20.10000	Property	Sabal	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 
	20.11000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 
	20.12000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 
	20.13000	Property	Sabal	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 
	20.14000	Property	Sabal	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 
	20.15000	Property	Sabal	UBS AG	Travelodge - 1110 Southeast 4th Street	 	 	 	 	 	 	 
	20.16000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 
	20.17000	Property	Sabal	UBS AG	Travelodge - 800 West Laramie Street	 	 	 	 	 	 	 
	20.18000	Property	Sabal	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 
	20.19000	Property	Sabal	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 
	20.20000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 
	20.21000	Property	Sabal	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 
	20.22000	Property	Sabal	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 
	20.23000	Property	Sabal	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 
	20.24000	Property	Sabal	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 
	20.25000	Property	Sabal	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 
	20.26000	Property	Sabal	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 
	20.27000	Property	Sabal	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 
	20.28000	Property	Sabal	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 
	20.29000	Property	Sabal	UBS AG	Travelodge - 2200 East South Avenue	 	 	 	 	 	 	 
	20.30000	Property	Sabal	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 
	20.31000	Property	Sabal	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 
	20.32000	Property	Sabal	UBS AG	Days Inn - 3431 14th Avenue South	 	 	 	 	 	 	 
	20.33000	Property	Sabal	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 
	20.34000	Property	Sabal	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 
	20.35000	Property	Sabal	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 
	20.36000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2005 Daley Street	 	 	 	 	 	 	 
	20.37000	Property	Sabal	UBS AG	Travelodge - 1177 East 16th Street	 	 	 	 	 	 	 
	20.38000	Property	Sabal	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 
	20.39000	Property	Sabal	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 
	20.40000	Property	Sabal	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 
	20.41000	Property	Sabal	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 
	20.42000	Property	Sabal	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 
	20.43000	Property	Sabal	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 
	20.44000	Property	Sabal	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 
	21.00000	Loan	KeyBank	KeyBank	Fleet Farm - Stevens Point	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	22.00000	Loan	BMO	BMO, WFBNA, Barclays, 3650 REIT	Meadowood Mall	 	NAP	Y	Wells Fargo	0.00250%	0.00125%	0.00000%
	23.00000	Loan	SMC	SMC	Wagschal Multifamily Portfolio	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	23.01000	Property	SMC	SMC	318 Bedford Avenue	 	 	 	 	 	 	 
	23.02000	Property	SMC	SMC	130 South 2nd Street	 	 	 	 	 	 	 
	23.03000	Property	SMC	SMC	740 Driggs Avenue	 	 	 	 	 	 	 
	23.04000	Property	SMC	SMC	182 Meserole Street	 	 	 	 	 	 	 
	23.05000	Property	SMC	SMC	178 Meserole Street	 	 	 	 	 	 	 
	23.06000	Property	SMC	SMC	180 Meserole Street	 	 	 	 	 	 	 
	23.07000	Property	SMC	SMC	342 Rodney Street	 	 	 	 	 	 	 
	23.08000	Property	SMC	SMC	68 Carroll Street	 	 	 	 	 	 	 
	23.09000	Property	SMC	SMC	144 Huntington Street	 	 	 	 	 	 	 
	23.10000	Property	SMC	SMC	440 Lorimer Street	 	 	 	 	 	 	 
	24.00000	Loan	BMO	BMO	Warrington Plaza	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	25.00000	Loan	Sabal	Sabal Capital II, LLC	Midway Market Square	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	26.00000	Loan	SMC	SMC	Peoria Center at Arrowhead	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	27.00000	Loan	BMO	BMO	Mills Fleet Farm Carver	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	28.00000	Loan	Sabal	Sabal Capital II, LLC	Riverside Commons	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	29.00000	Loan	BMO	BMO	Thompson Court 	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	30.00000	Loan	SMC	SMC	Home2 Suites Temple	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	31.00000	Loan	Sabal	Sabal Capital II, LLC	Alto Serramonte Shopping Center	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	32.00000	Loan	BMO	BMO	Feather River Shopping Center	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	33.00000	Loan	Sabal	Sabal Capital II, LLC	40-91 Fox Hill Drive Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	34.00000	Loan	BMO	BMO	611-617 W 148th Street	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	35.00000	Loan	SMC	SMC	Towneplace Suites El Paso	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	36	Loan	BMO	BMO	Centennial Plaza	 	Yes	N	NAP	0.00000%	0.00125%	0.00125%
	37	Loan	BMO	BMO	Jefferson County Plaza	 	Yes	N	NAP	0.00000%	0.00125%	0.00125%
	38.00000	Loan	BMO	BMO	Arc on Armour	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	39.00000	Loan	BMO	BMO	The Shops at Trinity Park	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	40.00000	Loan	KeyBank	KeyBank	SAPA Transmission	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	41.00000	Loan	KeyBank	KeyBank	CubeSmart Self Storage - Lacey	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	42.00000	Loan	Sabal	Sabal Capital II, LLC	Main Street	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	43.00000	Loan	Sabal	Sabal Capital II, LLC	Corrington Industrial	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	44.00000	Loan	SMC	SMC	West Allen Plaza	 	NAP	Y	Bernard Financial	0.05000%	0.00125%	0.00000%
	45.00000	Loan	KeyBank	KeyBank	Schlegel Portfolio	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	45.01000	Property	KeyBank	KeyBank	Ringwood	 	 	 	 	 	 	 
	45.02000	Property	KeyBank	KeyBank	Minooka	 	 	 	 	 	 	 
	46.00000	Loan	Sabal	Sabal Capital II, LLC	Triskett Road Self Storage	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	47.00000	Loan	Sabal	Sabal Capital II, LLC	1214 West Carmen	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	48.00000	Loan	KeyBank	KeyBank	Planet Self Storage	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	49.00000	Loan	SMC	SMC	Plantation Canal	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	50.00000	Loan	KeyBank	KeyBank	Flynn Avenue Self Storage	 	NAP	Y	KeyBank National Association (1 bps): BSC Group (5 bps)	0.06000%	0.00125%	0.00000%
	51	Loan	Sabal	Sabal Capital II, LLC	Schleider Apartment Portfolio	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	51.01000	Property	Sabal	Sabal Capital II, LLC	37 Driggs Avenue	 	 	 	 	 	 	 
	51.02000	Property	Sabal	Sabal Capital II, LLC	2822 South Redondo	 	 	 	 	 	 	 
	51.03000	Property	Sabal	Sabal Capital II, LLC	5916 Howe Street	 	 	 	 	 	 	 
	52.00000	Loan	SMC	SMC	NSC Traverse Silver Lake Storage	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	53.00000	Loan	SMC	SMC	NSC Grand River Lyon Storage	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	54.00000	Loan	KeyBank	KeyBank	Middletown Retail Plaza	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	55.0000000	Loan	KeyBank	KeyBank	Laguna Beach Mixed Use	 	NAP	Y	KeyBank National Association (1 bps): PSRS (6 bps)	0.07000%	0.00125%	0.00000%
	56.00000	Loan	Sabal	Sabal Capital II, LLC	1642-1646 West Belmont Avenue	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	57.00000	Loan	Sabal	Sabal Capital II, LLC	Grand Logan Lodge Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	58.00000	Loan	Sabal	Sabal Capital II, LLC	Inland Boat & Self Storage	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	59.00000	Loan	KeyBank	KeyBank	Richmond Mixed-Use Portfolio	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	60.00000	Loan	SMC	SMC	Everett Building	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	61.00000	Loan	KeyBank	KeyBank	Bethany Medical	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	62.00000	Loan	Sabal	Sabal Capital II, LLC	880 N Milwaukee Ave Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	63.00000	Loan	Sabal	Sabal Capital II, LLC	The Wash Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	64.00000	Loan	KeyBank	KeyBank	Broward County Industrial	 	NAP	Y	Keybank National Association	0.01000%	0.00125%	0.00000%
	64.01000	Property	KeyBank	KeyBank	Fort Lauderdale Small Bay Warehouses	 	 	 	 	 	 	 
	64.02000	Property	KeyBank	KeyBank	Deerfield Beach Small Bay Warehouses	 	 	 	 	 	 	 
	65.00000	Loan	SMC	SMC	111 Main Street	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	66.00000	Loan	Sabal	Sabal Capital II, LLC	37-43 8th Avenue	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	67.00000	Loan	Sabal	Sabal Capital II, LLC	Ganser Way Office	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	68.00000	Loan	Sabal	Sabal Capital II, LLC	Bloomfield Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	69.00000	Loan	Sabal	Sabal Capital II, LLC	Upper Westside Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	70.00000	Loan	Sabal	Sabal Capital II, LLC	2641 - 2643 West Estes Avenue Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	71.00000	Loan	SMC	SMC	1429 Bushwick Avenue	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	72.00000	Loan	Sabal	Sabal Capital II, LLC	Marshall Place Apartments	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	73.00000	Loan	Sabal	Sabal Capital II, LLC	Longfield Estates MHC	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	74.00000	Loan	Sabal	Sabal Capital II, LLC	Duskfire Professional Center	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	75.00000	Loan	Sabal	Sabal Capital II, LLC	Jacksonville Secure Self Storage	 	NAP	Y	SCP Servicing, LLC	0.08000%	0.00125%	0.00000%
	76.00000	Loan	BMO	BMO	Diamond Blade	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	77.00000	Loan	SMC	SMC	640 Virginia Park Street	 	NAP	N	NAP	0.00000%	0.00125%	0.00125%
	 	 	BMO	BMO	360 Rosemary Note B	 	NAP	N	NAP	 	 	 
	 	 	BMO	BMO	111 River Street Note B	 	NAP	N	NAP	 	 	 


 


 



    	 	 	 



     


     


	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	Loan/Prop.	Seller	Originator	Property Name	Certificate Administrator Fee	Trustee & Paying Agent Fee	Operating Advisor Fee	ARR Fee	CREFC Fee	Servicer Fee	Admin. Fee
	1.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XVI	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	1.01000	Property	KeyBank	KeyBank	Crestwood Boulevard	 	 	 	 	 	 	 
	1.02000	Property	KeyBank	KeyBank	Hallmark Drive	 	 	 	 	 	 	 
	1.03000	Property	KeyBank	KeyBank	Gray Road	 	 	 	 	 	 	 
	1.04000	Property	KeyBank	KeyBank	Marconi Avenue	 	 	 	 	 	 	 
	1.05000	Property	KeyBank	KeyBank	Ocean Gateway	 	 	 	 	 	 	 
	1.06000	Property	KeyBank	KeyBank	Amity Road 	 	 	 	 	 	 	 
	1.07000	Property	KeyBank	KeyBank	Gladstell Road	 	 	 	 	 	 	 
	1.08000	Property	KeyBank	KeyBank	US Route One	 	 	 	 	 	 	 
	1.09000	Property	KeyBank	KeyBank	Farm to Market 1093	 	 	 	 	 	 	 
	1.10000	Property	KeyBank	KeyBank	Meade Avenue	 	 	 	 	 	 	 
	1.11000	Property	KeyBank	KeyBank	Camp Horne	 	 	 	 	 	 	 
	1.12000	Property	KeyBank	KeyBank	Hazel Avenue	 	 	 	 	 	 	 
	1.13000	Property	KeyBank	KeyBank	Hoover Court	 	 	 	 	 	 	 
	1.14000	Property	KeyBank	KeyBank	Highway 6 North	 	 	 	 	 	 	 
	1.15000	Property	KeyBank	KeyBank	Farm to Market 725	 	 	 	 	 	 	 
	1.16000	Property	KeyBank	KeyBank	Hidden Hill Road	 	 	 	 	 	 	 
	1.17000	Property	KeyBank	KeyBank	Arndt Road	 	 	 	 	 	 	 
	1.18000	Property	KeyBank	KeyBank	East Rosedale Street	 	 	 	 	 	 	 
	1.19000	Property	KeyBank	KeyBank	Grisham Drive	 	 	 	 	 	 	 
	2.00000	Loan	BMO	BMO	360 Rosemary	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	3.00000	Loan	BMO	BMO	HTI MOB Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	3.01000	Property	BMO	BMO	Madison Medical Plaza	 	 	 	 	 	 	 
	3.02000	Property	BMO	BMO	Dyer Building	 	 	 	 	 	 	 
	3.03000	Property	BMO	BMO	Texas Children's Hospital	 	 	 	 	 	 	 
	3.04000	Property	BMO	BMO	Aurora Health Center	 	 	 	 	 	 	 
	3.05000	Property	BMO	BMO	Fort Wayne Engle Road	 	 	 	 	 	 	 
	3.06000	Property	BMO	BMO	Hefner Pointe	 	 	 	 	 	 	 
	3.07000	Property	BMO	BMO	Circleville MOB	 	 	 	 	 	 	 
	3.08000	Property	BMO	BMO	Illinois CancerCenter	 	 	 	 	 	 	 
	3.09000	Property	BMO	BMO	Fort Wayne Dupont	 	 	 	 	 	 	 
	4.00000	Loan	BMO	BMO, Barclays	Coleman Highline Phase IV	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01325%	0.02231%
	5.00000	Loan	BMO/SMC	BMO, SMC	AMF Portfolio(1)	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	5.01000	Property	BMO/SMC	BMO, SMC	Cambridge Commons	 	 	 	 	 	 	 
	5.02000	Property	BMO/SMC	BMO, SMC	Indian Lake I	 	 	 	 	 	 	 
	5.03000	Property	BMO/SMC	BMO, SMC	Stewart Way 1	 	 	 	 	 	 	 
	5.04000	Property	BMO/SMC	BMO, SMC	Cedargate Lancaster	 	 	 	 	 	 	 
	5.05000	Property	BMO/SMC	BMO, SMC	Amesbury	 	 	 	 	 	 	 
	5.06000	Property	BMO/SMC	BMO, SMC	Red Deer	 	 	 	 	 	 	 
	5.07000	Property	BMO/SMC	BMO, SMC	Olivewood	 	 	 	 	 	 	 
	5.08000	Property	BMO/SMC	BMO, SMC	Cherry Glen	 	 	 	 	 	 	 
	5.09000	Property	BMO/SMC	BMO, SMC	Plumwood	 	 	 	 	 	 	 
	5.10000	Property	BMO/SMC	BMO, SMC	Camelia Court	 	 	 	 	 	 	 
	5.11000	Property	BMO/SMC	BMO, SMC	Cedargate	 	 	 	 	 	 	 
	5.12000	Property	BMO/SMC	BMO, SMC	Millburn Court	 	 	 	 	 	 	 
	5.13000	Property	BMO/SMC	BMO, SMC	Rosewood Apartments	 	 	 	 	 	 	 
	5.14000	Property	BMO/SMC	BMO, SMC	Winthrop Court	 	 	 	 	 	 	 
	5.15000	Property	BMO/SMC	BMO, SMC	Annhurst	 	 	 	 	 	 	 
	5.16000	Property	BMO/SMC	BMO, SMC	Ashford Hills	 	 	 	 	 	 	 
	5.17000	Property	BMO/SMC	BMO, SMC	Harbinwood	 	 	 	 	 	 	 
	5.18000	Property	BMO/SMC	BMO, SMC	Willow Run - New Albany	 	 	 	 	 	 	 
	5.19000	Property	BMO/SMC	BMO, SMC	Parkville	 	 	 	 	 	 	 
	5.20000	Property	BMO/SMC	BMO, SMC	Applegate	 	 	 	 	 	 	 
	5.21000	Property	BMO/SMC	BMO, SMC	Stonehenge	 	 	 	 	 	 	 
	5.22000	Property	BMO/SMC	BMO, SMC	Meadowland	 	 	 	 	 	 	 
	5.23000	Property	BMO/SMC	BMO, SMC	Amberwood - Massillion	 	 	 	 	 	 	 
	5.24000	Property	BMO/SMC	BMO, SMC	Timberwood	 	 	 	 	 	 	 
	5.25000	Property	BMO/SMC	BMO, SMC	Sherbrook	 	 	 	 	 	 	 
	5.26000	Property	BMO/SMC	BMO, SMC	Stonehenge Apartments	 	 	 	 	 	 	 
	5.27000	Property	BMO/SMC	BMO, SMC	Oakley Woods	 	 	 	 	 	 	 
	5.28000	Property	BMO/SMC	BMO, SMC	Carriage Hill	 	 	 	 	 	 	 
	5.29000	Property	BMO/SMC	BMO, SMC	Barrington	 	 	 	 	 	 	 
	5.30000	Property	BMO/SMC	BMO, SMC	Andover Court	 	 	 	 	 	 	 
	5.31000	Property	BMO/SMC	BMO, SMC	Greenglen II	 	 	 	 	 	 	 
	5.32000	Property	BMO/SMC	BMO, SMC	Sandalwood	 	 	 	 	 	 	 
	5.33000	Property	BMO/SMC	BMO, SMC	Spicewood	 	 	 	 	 	 	 
	5.34000	Property	BMO/SMC	BMO, SMC	Meadowood - Mansfield	 	 	 	 	 	 	 
	6.00000	Loan	GACC	DBRI, MSBNA, CREFI, WFBNA	601 Lexington Avenue	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00625%	0.01531%
	7.00000	Loan	GACC	DBRI	Hudson Commons	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01050%	0.01956%
	8.00000	Loan	SMC	SMC, JPMCB 	Bedrock Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.05125%	0.06031%
	8.01000	Property	SMC	SMC, JPMCB 	First National Building	 	 	 	 	 	 	 
	8.02000	Property	SMC	SMC, JPMCB 	The Qube	 	 	 	 	 	 	 
	8.03000	Property	SMC	SMC, JPMCB 	Chrysler House	 	 	 	 	 	 	 
	8.04000	Property	SMC	SMC, JPMCB 	1001 Woodward	 	 	 	 	 	 	 
	8.05000	Property	SMC	SMC, JPMCB 	One Woodward	 	 	 	 	 	 	 
	8.06000	Property	SMC	SMC, JPMCB 	The Z Garage	 	 	 	 	 	 	 
	8.07000	Property	SMC	SMC, JPMCB 	Two Detroit Garage	 	 	 	 	 	 	 
	8.08000	Property	SMC	SMC, JPMCB 	1505 & 1515 Woodward	 	 	 	 	 	 	 
	8.09000	Property	SMC	SMC, JPMCB 	1001 Brush Street	 	 	 	 	 	 	 
	8.10000	Property	SMC	SMC, JPMCB 	The Assembly	 	 	 	 	 	 	 
	8.11000	Property	SMC	SMC, JPMCB 	419 Fort Street Garage	 	 	 	 	 	 	 
	8.12000	Property	SMC	SMC, JPMCB 	Vinton	 	 	 	 	 	 	 
	8.13000	Property	SMC	SMC, JPMCB 	1401 First Street	 	 	 	 	 	 	 
	8.14000	Property	SMC	SMC, JPMCB 	Lane Bryant Building	 	 	 	 	 	 	 
	9.00000	Loan	KeyBank	KeyBank	IPCC National Storage Portfolio XV	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	9.01000	Property	KeyBank	KeyBank	West Indian School Road	 	 	 	 	 	 	 
	9.02000	Property	KeyBank	KeyBank	Boalch Avenue Northwest	 	 	 	 	 	 	 
	9.03000	Property	KeyBank	KeyBank	Lemay Ferry Road	 	 	 	 	 	 	 
	9.04000	Property	KeyBank	KeyBank	East Southern Avenue	 	 	 	 	 	 	 
	9.05000	Property	KeyBank	KeyBank	Anderson Road	 	 	 	 	 	 	 
	9.06000	Property	KeyBank	KeyBank	Stoney Island Avenue	 	 	 	 	 	 	 
	9.07000	Property	KeyBank	KeyBank	Duren Avenue	 	 	 	 	 	 	 
	9.08000	Property	KeyBank	KeyBank	North Nova Road	 	 	 	 	 	 	 
	9.09000	Property	KeyBank	KeyBank	Airport Road 	 	 	 	 	 	 	 
	9.10000	Property	KeyBank	KeyBank	South Pennington	 	 	 	 	 	 	 
	9.11000	Property	KeyBank	KeyBank	Southwest 14th Court	 	 	 	 	 	 	 
	9.12000	Property	KeyBank	KeyBank	Southeast Jennings Road	 	 	 	 	 	 	 
	9.13000	Property	KeyBank	KeyBank	49th Street South and 8th Avenue South	 	 	 	 	 	 	 
	9.14000	Property	KeyBank	KeyBank	South Broadway	 	 	 	 	 	 	 
	9.15000	Property	KeyBank	KeyBank	30th Avenue North	 	 	 	 	 	 	 
	9.16000	Property	KeyBank	KeyBank	Main Street	 	 	 	 	 	 	 
	9.17000	Property	KeyBank	KeyBank	Warwick Boulevard	 	 	 	 	 	 	 
	10.00000	Loan	BMO	BMO	111 River Street	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	11.00000	Loan	BMO	BMO	2 Riverfront Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	12.00000	Loan	SMC	SMC	Northwest Capital Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	12.01000	Property	SMC	SMC	Center Plaza	 	 	 	 	 	 	 
	12.02000	Property	SMC	SMC	Village by the Creek	 	 	 	 	 	 	 
	12.03000	Property	SMC	SMC	Riverway Plaza	 	 	 	 	 	 	 
	12.04000	Property	SMC	SMC	Pike Street Building	 	 	 	 	 	 	 
	12.05000	Property	SMC	SMC	Monroe Retail Center	 	 	 	 	 	 	 
	13.00000	Loan	SMC	SMC	Victoria Village Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	14.00000	Loan	BMO	BMO	Tangent Industrial Park	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	15.00000	Loan	BMO	BMO	NYC MFRT Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	15.01000	Property	BMO	BMO	45 John Street	 	 	 	 	 	 	 
	15.02000	Property	BMO	BMO	2027-2127 Emmons Avenue	 	 	 	 	 	 	 
	16.00000	Loan	BMO	BMO	Western Retail Center	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	17.00000	Loan	GACC	DBRI	Candlewood Suites Orlando	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	18.00000	Loan	KeyBank	KeyBank	VanWest Storage Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	18.01000	Property	KeyBank	KeyBank	ClearHome Self Storage - Sycamore	 	 	 	 	 	 	 
	18.02000	Property	KeyBank	KeyBank	ClearHome Self Storage - Blue Island	 	 	 	 	 	 	 
	18.03000	Property	KeyBank	KeyBank	ClearHome Storage - Walkertown	 	 	 	 	 	 	 
	18.04000	Property	KeyBank	KeyBank	ClearHome Self Storage - Chaney	 	 	 	 	 	 	 
	18.05000	Property	KeyBank	KeyBank	ClearHome Self Storage	 	 	 	 	 	 	 
	18.06000	Property	KeyBank	KeyBank	American Mini Storage	 	 	 	 	 	 	 
	18.07000	Property	KeyBank	KeyBank	Marsh Harbor Self Storage 	 	 	 	 	 	 	 
	18.08000	Property	KeyBank	KeyBank	ClearHome Self Storage - Florosa	 	 	 	 	 	 	 
	18.09000	Property	KeyBank	KeyBank	Crews Storage	 	 	 	 	 	 	 
	19.0000000	Loan	SMC	SMC	BJ’s Wholesale Club - Kendall	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	20	Loan	Sabal	UBS AG	Wyndham National Hotel Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	20.01000	Property	Sabal	UBS AG	Travelodge - 2307 Wyoming Avenue	 	 	 	 	 	 	 
	20.02000	Property	Sabal	UBS AG	Travelodge - 2111 Camino Del Llano	 	 	 	 	 	 	 
	20.03000	Property	Sabal	UBS AG	Travelodge - 1170 West Flaming Gorge Way	 	 	 	 	 	 	 
	20.04000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1731 South Sunridge Drive	 	 	 	 	 	 	 
	20.05000	Property	Sabal	UBS AG	Baymont Inn & Suites - 451 Halligan Drive	 	 	 	 	 	 	 
	20.06000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1608 East Business US 60	 	 	 	 	 	 	 
	20.07000	Property	Sabal	UBS AG	Travelodge - 1127 Pony Express Highway	 	 	 	 	 	 	 
	20.08000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1130B B East 16th Street	 	 	 	 	 	 	 
	20.09000	Property	Sabal	UBS AG	Travelodge - 2680 Airport Road	 	 	 	 	 	 	 
	20.10000	Property	Sabal	UBS AG	Super 8 - 720 Royal Parkway	 	 	 	 	 	 	 
	20.11000	Property	Sabal	UBS AG	Baymont Inn & Suites - 1051 North Market Street	 	 	 	 	 	 	 
	20.12000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2700 North Diers Parkway	 	 	 	 	 	 	 
	20.13000	Property	Sabal	UBS AG	Baymont Inn & Suites - 95 Spruce Road	 	 	 	 	 	 	 
	20.14000	Property	Sabal	UBS AG	Super 8 - 2545 Cornhusker Highway	 	 	 	 	 	 	 
	20.15000	Property	Sabal	UBS AG	Travelodge - 1110 Southeast 4th Street	 	 	 	 	 	 	 
	20.16000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2300 Valley West Court	 	 	 	 	 	 	 
	20.17000	Property	Sabal	UBS AG	Travelodge - 800 West Laramie Street	 	 	 	 	 	 	 
	20.18000	Property	Sabal	UBS AG	Travelodge - 22 North Frontage Road	 	 	 	 	 	 	 
	20.19000	Property	Sabal	UBS AG	Travelodge - 123 Westvaco Road	 	 	 	 	 	 	 
	20.20000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2006 North Merrill Avenue	 	 	 	 	 	 	 
	20.21000	Property	Sabal	UBS AG	Travelodge - 1710 Jefferson Street	 	 	 	 	 	 	 
	20.22000	Property	Sabal	UBS AG	Travelodge - 1625 Stillwater Avenue	 	 	 	 	 	 	 
	20.23000	Property	Sabal	UBS AG	Travelodge - 8233 Airline Highway	 	 	 	 	 	 	 
	20.24000	Property	Sabal	UBS AG	Baymont Inn & Suites - 6390 US-93	 	 	 	 	 	 	 
	20.25000	Property	Sabal	UBS AG	Travelodge - 707 East Webster Street	 	 	 	 	 	 	 
	20.26000	Property	Sabal	UBS AG	Travelodge - 777 West Hwy 21	 	 	 	 	 	 	 
	20.27000	Property	Sabal	UBS AG	Travelodge - 3522 North Highway 59	 	 	 	 	 	 	 
	20.28000	Property	Sabal	UBS AG	Travelodge - 108 6th Avenue	 	 	 	 	 	 	 
	20.29000	Property	Sabal	UBS AG	Travelodge - 2200 East South Avenue	 	 	 	 	 	 	 
	20.30000	Property	Sabal	UBS AG	Travelodge - 128 South Willow Road	 	 	 	 	 	 	 
	20.31000	Property	Sabal	UBS AG	Travelodge - 1005 Highway 285	 	 	 	 	 	 	 
	20.32000	Property	Sabal	UBS AG	Days Inn - 3431 14th Avenue South	 	 	 	 	 	 	 
	20.33000	Property	Sabal	UBS AG	Travelodge - 2505 US 69	 	 	 	 	 	 	 
	20.34000	Property	Sabal	UBS AG	Baymont Inn & Suites - 3475 Union Road	 	 	 	 	 	 	 
	20.35000	Property	Sabal	UBS AG	Travelodge - 1706 North Park Drive	 	 	 	 	 	 	 
	20.36000	Property	Sabal	UBS AG	Baymont Inn & Suites - 2005 Daley Street	 	 	 	 	 	 	 
	20.37000	Property	Sabal	UBS AG	Travelodge - 1177 East 16th Street	 	 	 	 	 	 	 
	20.38000	Property	Sabal	UBS AG	Baymont Inn & Suites - 35450 Yermo Road	 	 	 	 	 	 	 
	20.39000	Property	Sabal	UBS AG	Travelodge - 2407 East Holland Avenue	 	 	 	 	 	 	 
	20.40000	Property	Sabal	UBS AG	Travelodge - 620 Souder Road	 	 	 	 	 	 	 
	20.41000	Property	Sabal	UBS AG	Baymont Inn & Suites - 100 15th Street Southeast	 	 	 	 	 	 	 
	20.42000	Property	Sabal	UBS AG	Travelodge - 109 East Commerce Street	 	 	 	 	 	 	 
	20.43000	Property	Sabal	UBS AG	Travelodge - 4000 Siskiyou Avenue	 	 	 	 	 	 	 
	20.44000	Property	Sabal	UBS AG	Travelodge - 98 Moffat Avenue	 	 	 	 	 	 	 
	21.00000	Loan	KeyBank	KeyBank	Fleet Farm - Stevens Point	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	22.00000	Loan	BMO	BMO, WFBNA, Barclays, 3650 REIT	Meadowood Mall	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00375%	0.01281%
	23.00000	Loan	SMC	SMC	Wagschal Multifamily Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	23.01000	Property	SMC	SMC	318 Bedford Avenue	 	 	 	 	 	 	 
	23.02000	Property	SMC	SMC	130 South 2nd Street	 	 	 	 	 	 	 
	23.03000	Property	SMC	SMC	740 Driggs Avenue	 	 	 	 	 	 	 
	23.04000	Property	SMC	SMC	182 Meserole Street	 	 	 	 	 	 	 
	23.05000	Property	SMC	SMC	178 Meserole Street	 	 	 	 	 	 	 
	23.06000	Property	SMC	SMC	180 Meserole Street	 	 	 	 	 	 	 
	23.07000	Property	SMC	SMC	342 Rodney Street	 	 	 	 	 	 	 
	23.08000	Property	SMC	SMC	68 Carroll Street	 	 	 	 	 	 	 
	23.09000	Property	SMC	SMC	144 Huntington Street	 	 	 	 	 	 	 
	23.10000	Property	SMC	SMC	440 Lorimer Street	 	 	 	 	 	 	 
	24.00000	Loan	BMO	BMO	Warrington Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	25.00000	Loan	Sabal	Sabal Capital II, LLC	Midway Market Square	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	26.00000	Loan	SMC	SMC	Peoria Center at Arrowhead	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	27.00000	Loan	BMO	BMO	Mills Fleet Farm Carver	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	28.00000	Loan	Sabal	Sabal Capital II, LLC	Riverside Commons	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	29.00000	Loan	BMO	BMO	Thompson Court 	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	30.00000	Loan	SMC	SMC	Home2 Suites Temple	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	31.00000	Loan	Sabal	Sabal Capital II, LLC	Alto Serramonte Shopping Center	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	32.00000	Loan	BMO	BMO	Feather River Shopping Center	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	33.00000	Loan	Sabal	Sabal Capital II, LLC	40-91 Fox Hill Drive Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	34.00000	Loan	BMO	BMO	611-617 W 148th Street	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	35.00000	Loan	SMC	SMC	Towneplace Suites El Paso	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	36	Loan	BMO	BMO	Centennial Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	37	Loan	BMO	BMO	Jefferson County Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	38.00000	Loan	BMO	BMO	Arc on Armour	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	39.00000	Loan	BMO	BMO	The Shops at Trinity Park	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	40.00000	Loan	KeyBank	KeyBank	SAPA Transmission	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	41.00000	Loan	KeyBank	KeyBank	CubeSmart Self Storage - Lacey	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	42.00000	Loan	Sabal	Sabal Capital II, LLC	Main Street	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	43.00000	Loan	Sabal	Sabal Capital II, LLC	Corrington Industrial	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	44.00000	Loan	SMC	SMC	West Allen Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.05125%	0.06031%
	45.00000	Loan	KeyBank	KeyBank	Schlegel Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	45.01000	Property	KeyBank	KeyBank	Ringwood	 	 	 	 	 	 	 
	45.02000	Property	KeyBank	KeyBank	Minooka	 	 	 	 	 	 	 
	46.00000	Loan	Sabal	Sabal Capital II, LLC	Triskett Road Self Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	47.00000	Loan	Sabal	Sabal Capital II, LLC	1214 West Carmen	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	48.00000	Loan	KeyBank	KeyBank	Planet Self Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	49.00000	Loan	SMC	SMC	Plantation Canal	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	50.00000	Loan	KeyBank	KeyBank	Flynn Avenue Self Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.06125%	0.07031%
	51	Loan	Sabal	Sabal Capital II, LLC	Schleider Apartment Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	51.01000	Property	Sabal	Sabal Capital II, LLC	37 Driggs Avenue	 	 	 	 	 	 	 
	51.02000	Property	Sabal	Sabal Capital II, LLC	2822 South Redondo	 	 	 	 	 	 	 
	51.03000	Property	Sabal	Sabal Capital II, LLC	5916 Howe Street	 	 	 	 	 	 	 
	52.00000	Loan	SMC	SMC	NSC Traverse Silver Lake Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	53.00000	Loan	SMC	SMC	NSC Grand River Lyon Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	54.00000	Loan	KeyBank	KeyBank	Middletown Retail Plaza	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	55.0000000	Loan	KeyBank	KeyBank	Laguna Beach Mixed Use	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.07125%	0.08031%
	56.00000	Loan	Sabal	Sabal Capital II, LLC	1642-1646 West Belmont Avenue	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	57.00000	Loan	Sabal	Sabal Capital II, LLC	Grand Logan Lodge Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	58.00000	Loan	Sabal	Sabal Capital II, LLC	Inland Boat & Self Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	59.00000	Loan	KeyBank	KeyBank	Richmond Mixed-Use Portfolio	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	60.00000	Loan	SMC	SMC	Everett Building	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	61.00000	Loan	KeyBank	KeyBank	Bethany Medical	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	62.00000	Loan	Sabal	Sabal Capital II, LLC	880 N Milwaukee Ave Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	63.00000	Loan	Sabal	Sabal Capital II, LLC	The Wash Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	64.00000	Loan	KeyBank	KeyBank	Broward County Industrial	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.01125%	0.02031%
	64.01000	Property	KeyBank	KeyBank	Fort Lauderdale Small Bay Warehouses	 	 	 	 	 	 	 
	64.02000	Property	KeyBank	KeyBank	Deerfield Beach Small Bay Warehouses	 	 	 	 	 	 	 
	65.00000	Loan	SMC	SMC	111 Main Street	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	66.00000	Loan	Sabal	Sabal Capital II, LLC	37-43 8th Avenue	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	67.00000	Loan	Sabal	Sabal Capital II, LLC	Ganser Way Office	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	68.00000	Loan	Sabal	Sabal Capital II, LLC	Bloomfield Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	69.00000	Loan	Sabal	Sabal Capital II, LLC	Upper Westside Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	70.00000	Loan	Sabal	Sabal Capital II, LLC	2641 - 2643 West Estes Avenue Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	71.00000	Loan	SMC	SMC	1429 Bushwick Avenue	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	72.00000	Loan	Sabal	Sabal Capital II, LLC	Marshall Place Apartments	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	73.00000	Loan	Sabal	Sabal Capital II, LLC	Longfield Estates MHC	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	74.00000	Loan	Sabal	Sabal Capital II, LLC	Duskfire Professional Center	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	75.00000	Loan	Sabal	Sabal Capital II, LLC	Jacksonville Secure Self Storage	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.08125%	0.09031%
	76.00000	Loan	BMO	BMO	Diamond Blade	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	77.00000	Loan	SMC	SMC	640 Virginia Park Street	0.00000%	0.00709%	0.00125%	0.00022%	0.00050%	0.00250%	0.01156%
	 	 	BMO	BMO	360 Rosemary Note B	 	 	 	 	 	 	 
	 	 	BMO	BMO	111 River Street Note B	 	 	 	 	 	 	 


 


	Footnotes:	 
	(1)	The AMF Portfolio mortgage loan (3.6%) is part of a loan combination as to which separate notes are being sold by Bank of Montreal and Starwood Mortgage Capital LLC.  The AMF Portfolio loan combination was co-originated by Bank of Montreal and Starwood Mortgage Capital LLC.  The AMF Portfolio mortgage loan is evidenced by two (2) promissory notes:  (i) note A-4, with an outstanding principal balance of $24,000,000 as of the cut-off date, as to which Bank of Montreal is acting as mortgage loan seller and (ii) note A-5-1, with an outstanding principal balance of $16,000,000 as of the cut-off date, as to which Starwood Mortgage Capital LLC is acting as mortgage loan seller.


  



    	 	 	 



     


    EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



Certificate Administrator: Computershare Trust Company, National Association


	 	Address:	9062 Old Annapolis Road 

Columbia, Maryland 21045 

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


	 	Certificates:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Computershare Trust Company, National Association,
as Certificate Administrator, for the Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1,
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 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master
Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee.


 


( )           Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.


 


( )           Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________
in book/reel/docket ___________ of official records at page/image ________.


 


 



    C-1


     


     


( )           Deed
of trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State
of _______ in book/reel/docket ____________ of official records at page/image.


 


( )           Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s Office
of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


( )           Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


	 	( )	___________________________


 


 


	 	( )	___________________________


 


 


	 	( )	___________________________


 


 


	 	( )	___________________________


 


The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


 


(i)           The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)          The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall
the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or rights of set-off
to or against the Documents or any proceeds thereof.


 


(iii)         The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate
Administrator when the need therefor no longer exists, unless the undersigned [Mortgage Loan][Trust Subordinate Companion Loan] relating
to the Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly provided
in the Agreement.


 


(iv)         The
Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee,
and the undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and any proceeds
separate and distinct from all other property in the undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special
Servicer]’s possession, custody or control.


 


 



    C-2


     


     


	 	[MASTER SERVICER/SPECIAL SERVICER] [OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


	 	Dated:	 


 



    C-3


     


     


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 



    D-1


     


     


 


 


 


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


 


 


	Table of Contents
	Section	Pages
	Certificate Distribution Detail	2-3
	Certificate Factor Detail	4-5
	Certificate Interest Reconciliation Detail	6-7
	Additional Information	8
	Bond / Collateral Reconciliation - Cash Flows	9
	Bond / Collateral Reconciliation - Balances	10
	Current Mortgage Loan and Property Stratification	11-15
	Mortgage Loan Detail (Part 1)	16
	Mortgage Loan Detail (Part 2)	17
	Principal Prepayment Detail	18
	Historical Detail	19
	Delinquency Loan Detail	20
	Collateral Stratification and Historical Detail	21
	Specially Serviced Loan Detail - Part 1	22
	Specially Serviced Loan Detail - Part 2	23
	Modified Loan Detail	24
	Historical Liquidated Loan Detail	25
	Historical Bond / Collateral Loss Reconciliation Detail	26
	Interest Shortfall Detail - Collateral Level	27
	Supplemental Notes	28
	 	 
	 	 
	 	 
	 	 
	 	 


 


 


 


	Contacts
	  Role	Party and Contact Information
	Depositor	BMO Commercial Mortgage Securities LLC, a Delaware limited liability company	 	 
	 	Paul Vanderslice	 	 
	 	521 Fifth Avenue, 3rd Floor | New York, NY 10175
	Certificate Administrator	Computershare Trust Company, N.A.	 	 
	 	Corporate Trust Services (CMBS)	 	cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com
	 	9062 Old Annapolis Road | Columbia, MD 21045
	Master Servicer	KeyBank National Association	 	 
	 	Attention: Michael Tilden	(877) 379-1625	Michael_a_tilden@keybank.com
	 	11501 Outlook Street, Suite 300 | Overland Park, KS 66211
	Special Servicer	CWCapital Asset Management LLC	 	 
	 	Attention: Brian Hanson	(202) 715-9500	CWCAMContractNotices@cwcapital.com
	 	900 19th Street NW, 8th Floor | Washington, DC 20006
	Operating Advisor & Asset Representations Reviewer	Park Bridge Lender Services LLC	 	 
	 	Surveillance Manager	 	cmbs.notices@parkbridgefinancial.com
	 	600 Third Avenue,40th Floor | New York, NY 10016
	Trustee	Wilmington Trust, National Association	 	 
	 	CMBS Trustee	(302) 636-4140	CMBSTrustee@wilmingtontrust.com
	 	1100 North Market Street | Wilmington, DE 19890


 


	 	This report is compiled by Computershare Trust Company, N.A. from information provided by third parties. Computershare Trust Company, N.A. has not independently confirmed the accuracy of the information.
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificate holders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


	
    Certificate Distribution Detail

     

	Class	CUSIP	Pass-Through Rate (2)	 	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance	Current Credit Support1	Original Credit Support1
	Regular Certificates
	A-1	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-2	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-3	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-4	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-5	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-AB	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	F	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	G	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	H	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	VRR Int	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	R	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	360A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	360B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	360C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	360D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	360E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	 	 	 	 	 	 	 	 	 	Certificate Distribution Detail continued to next page


 


 


 


 


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


	Certificate Distribution Detail
	Class	CUSIP	Pass-Through Rate (2)	 	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance	Current Credit Support1	Original Credit Support1
	Regular Certificates
	360RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	111RR Int	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	Regular SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 
	Notional Certificates
	X-A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-F	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-G	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-H	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	Notional SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 
	Deal Distribution Total	 	 	 	0.00	0.00	0.00	0.00	0.00	 	 	 


 


	 	*	Denotes the Controlling Class (if required)
	 	(1)	Calculated by taking (A) the sum of the ending certificate balance of all classes in a series less (B) the sum of (i) the ending certificate balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
	 	(2)	Pass-Through Rates with respect to any Class of Certificates on next month's Payment Date is expected to be the same as the current respective Pass-Through Rate, subject to any modifications on the underlying loans, any change in certificate or pool balance, any change in the underlying index (if and as applicable), and any other matters provided in the governing documents.


 


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


	Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Interest Shortfalls / (Paybacks)	Cumulative Interest Shortfalls	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance
	Regular Certificates                              
	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-AB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	VRR Int	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	360RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	111A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	111B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	111C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	111D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	111E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	Certificate Factor Detail continued to next page


 


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


	Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Interest Shortfalls / (Paybacks)	Cumulative Interest Shortfalls	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance
	Regular Certificates                              
	111RR Int	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	Notional Certificates                             
	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 


 


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


 


	Certificate Interest Reconciliation Detail
	Class	Accrual Period	Accrual Days	Prior Cumulative Interest Shortfalls	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Interest Shortfalls / (Paybacks)	Payback of Prior Realized Losses	Additional Interest Distribution Amount	Interest Distribution	Cumulative Interest Shortfalls	 
	A-1	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-2	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-3	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-4	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-5	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-AB	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-F	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-G	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	X-H	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	A-S	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	F	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	G	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	H	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	VRR Int	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	360RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	111A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	111B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	111C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	111D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Interest Reconciliation Detail continued to next page


 


 


 



    
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    	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Certificate Interest Reconciliation Detail
	 
	Class	Accrual Period	Accrual Days	Prior Cumulative Interest Shortfalls	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Interest Shortfalls / (Paybacks)	Payback of Prior Realized Losses	Additional Interest Distribution Amount	Interest Distribution	Cumulative Interest Shortfalls	 
	111E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	111RR Int	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


  


Additional Information


 


	 
	Total Available Distribution Amount (1)	0.00


 


	 	(1)	The Available Distribution Amount includes any Prepayment Premiums.


 



    
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	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Bond / Collateral Reconciliation -
Cash Flows


 


 


 


	Total Funds Collected


 


	 	Interest
	 	 	Interest Paid or Advanced	0.00
	 	 	Interest Reductions due to Nonrecoverability Determination	0.00
	 	 	Interest Adjustments	0.00
	 	 	Deferred Interest	0.00
	 	 	ARD Interest	0.00
	 	 	Net Prepayment Interest Excess / (Shortfall)	0.00
	 	 	Extension Interest	0.00
	 	 	Interest Reserve Withdrawal	0.00
	 	 	Total Interest Collected	0.00


 


	 	Principal
	 	 	Scheduled Principal	0.00
	 	 	Unscheduled Principal Collections	 
	 	 	Principal Prepayments	0.00
	 	 	Collection of Principal after Maturity Date	0.00
	 	 	Recoveries From Liquidations and Insurance Proceeds	0.00
	 	 	Excess of Prior Principal Amounts Paid	0.00
	 	 	Curtailments	0.00
	 	 	Negative Amortization	0.00
	 	 	Principal Adjustments	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Principal Collected	0.00


 


 


 


	 	Other
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Gain on Sale / Excess Liquidation Proceeds	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	Total Other Collected	0.00


 


	 	Total Funds Collected	0.00


 


 


	Total Funds Distributed


 


	 	Fees
	 	 	Master Servicing Fee	0.00
	 	 	Certificate Administrator Fee	0.00
	 	 	Trustee Fee	0.00
	 	 	CREFC® Intellectual Property Royalty License Fee	0.00
	 	 	Operating Advisor Fee	0.00
	 	 	Asset Representations Reviewer Fee	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Fees	0.00


 


	 	Expenses/Reimbursements
	 	 	Reimbursement for Interest on Advances	0.00
	 	 	ASER Amount	0.00
	 	 	Special Servicing Fees (Monthly)	0.00
	 	 	Special Servicing Fees (Liquidation)	0.00
	 	 	Special Servicing Fees (Work Out)	0.00
	 	 	Legal Fees	0.00
	 	 	Rating Agency Expenses	0.00
	 	 	Taxes Imposed on Trust Fund	0.00
	 	 	Non-Recoverable Advances	0.00
	 	 	Workout Delayed Reimbursement Amounts	0.00
	 	 	Other Expenses	0.00
	 	 	Total Expenses/Reimbursements	0.00


 


	 	Interest Reserve Deposit	0.00


 


	 	Payments to Certificateholders and Others
	 	 	Interest Distribution	0.00
	 	 	Principal Distribution	0.00
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Total Payments to Certificateholders and Others	0.00


 


	 	Total Funds Distributed	0.00


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 9 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


  


Bond / Collateral Reconciliation -
Balances


 


 


 


	Collateral Reconciliation


	 	Pooled	
    360 Rosemary 

    (Non-pooled)
	
    111 River Street 

    (Non-pooled)
	Total
	Beginning Scheduled Collateral Balance	0.00	0.00	0.00	0.00
	(-) Scheduled Principal Collections	0.00	0.00	0.00	0.00
	(-) Unscheduled Principal Collections	0.00	0.00	0.00	0.00
	(-) Principal Adjustments (Cash)	0.00	0.00	0.00	0.00
	(-) Principal Adjustments (Non-Cash)	0.00	0.00	0.00	0.00
	(-) Realized Losses from Collateral	0.00	0.00	0.00	0.00
	(-) Other Adjustments2	0.00	0.00	0.00	0.00
	 	 	 	 	 
	 Ending Scheduled Collateral Balance	0.00	0.00	0.00	0.00
	 Beginning Actual Collateral Balance	0.00	0.00	0.00	0.00
	 Ending Actual Collateral Balance	0.00	0.00	0.00	0.00


 


 


	Certificate Reconciliation


	 	Total
	Beginning Certificate Balance	0.00
	(-) Principal Distributions	0.00
	(-) Realized Losses	0.00
	 	Realized Loss and Realized Loss Adjustments on Collateral	0.00
	 	Current Period NRA1	0.00
	 	Current Period WODRA1	0.00
	 	Principal Used to Pay Interest	0.00
	 	Non-Cash Principal Adjustments	0.00
	 	Certificate Other Adjustments**	0.00
	Ending Certificate Balance	0.00


 


 


	NRA/WODRA Reconciliation
	 	Non-Recoverable Advances (NRA) from Principal	Workout Delayed Reimbursement of Advances (WODRA) from Principal
	Beginning Cumulative Advances	0.00	0.00
	Current Period Advances	0.00	0.00
	Ending Cumulative Advances	0.00	0.00
	 	 	 


 


 


	Under / Over Collateralization Reconciliation
	Beginning UC / (OC)	0.00
	UC / (OC) Change	0.00
	Ending UC / (OC)	0.00
	Net WAC Rate	0.00%
	UC / (OC) Interest	0.00


	(1)	Current Period NRA and WODRA displayed will represent the portion applied as Realized Losses to the bonds.
	(2)	Other Adjustments value will represent miscellaneous items that may impact the Scheduled Balance of the collateral.
	**	A negative value for Certificate Other Adjustments represents the payback of prior Principal Shortfalls, if any.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 10 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Current Mortgage Loan and Property
Stratification


 

Aggregate Pool


 


 


 


	Scheduled Balance
	
    Scheduled

    Balance
	
    # Of

    Loans
	
    Scheduled

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


 


 


	Debt Service Coverage Ratio1
	
    Debt Service Coverage

    Ratio
	
    # Of 

    Loans
	
    Scheduled

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 11 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Current Mortgage Loan and Property
Stratification


 

Aggregate Pool


 


 


 


	State3
	State	
    # Of 

    Properties
	
    Scheduled 

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	Totals	 	 	 	 	 	 


 


 


	Property Type3
	Property Type	
    # Of

    Properties
	
    Scheduled

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


Note: Please refer to footnotes on the next page of the
report.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 12 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Current Mortgage Loan and Property
Stratification


 

Aggregate Pool


 


 


 


	Note Rate
	Note Rate	
    # Of 

    Loans
	
    Scheduled 

    Balance
	
    % Of

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


 


 


	Seasoning
	Seasoning	
    # Of

    Loans
	
    Scheduled

    Balance
	
    % Of

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 13 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Current Mortgage Loan and Property
Stratification


 

Aggregate Pool


  


 


 


	Anticipated Remaining Term (ARD and Balloon Loans)
	
    Anticipated

    Remaining Term
	
    # Of

    Loans
	
    Scheduled 

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


 


 


	Remaining Amortization Term (ARD and Balloon Loans)
	
    Remaining

    Amortization Term
	
    # Of

    Loans
	
    Scheduled 

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 14 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Current Mortgage Loan and Property
Stratification


 

Aggregate Pool


  


 


 


	Age of Most Recent NOI
	
    Age of Most

    Recent NOI
	
    # Of

    Loans
	
    Scheduled 

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


 


 


	Remaining Stated Term (Fully Amortizing Loans)
	
    Age of Most

    Recent NOI
	
    # Of

    Loans
	
    Scheduled 

    Balance
	
    % Of 

    Agg. Bal.
	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 


	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 15 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	
    Mortgage Loan Detail (Part 1)

     

	Pros ID 	Loan ID	Loan Group	Prop Type (1)	City 	State	Interest Accrual Type	Gross Rate	Scheduled Interest	Scheduled Principal	Principal

Adjustments	Anticipated Repay Date	Original Maturity Date	Adjusted Maturity Date	Beginning Scheduled Balance	Ending Scheduled Balance	Paid Through Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	1 Property Type Codes
	 	 	HC - Health Care	MU - Mixed Use	WH - Warehouse	MF - Multi-Family
	 	 	SS - Self Storage	LO - Lodging	RT - Retail	SF - Single Family Rental
	 	 	98 - Other	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 16 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Mortgage Loan Detail (Part 2)
	 
	Pros ID 	Loan Group	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date	Appraisal Reduction Date	Appraisal Reduction Amount	Cumulative ASER	Current P&I Advances	Cumulative P&I Advances	Cumulative Servicer Advances	Current NRA/WODRA from Principal	Defease Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 17 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Principal Prepayment Detail
	 
	 	 	 	Unscheduled Principal 	Prepayment Premiums
	Pros ID	Loan Number	Loan

Group	Amount	 	Prepayment / Liquidation Code	Prepayment Premium Amount	Yield Maintenance Amount
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 
	 


	 	Note: Principal Prepayment Amount listed here may include Principal Adjustment Amounts on the loan in addition to the Unscheduled Principal Amount.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 18 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Historical Detail
	 
	 	Delinquencies1	Prepayments	Rate and Maturities
	 	30-59 Days	60-89 Days	90 Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next Weighted Avg.	 
	Distribution Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	 


(1) Foreclosure and REO Totals are
included in the delinquencies aging categories.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 19 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Delinquency Loan Detail
	 
	Pros ID	Loan ID	Paid Through Date	Months Delinquent	Mortgage

Loan

Status1	Current P&I Advances	Outstanding P&I Advances	
    Outstanding 

    Servicer

    Advances
	Actual Principal Balance	
    Servicing 

    Transfer

    Date
	Resolution

Strategy

Code2	Bankruptcy Date	Foreclosure Date	REO Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 


 


	 	1 Mortgage Loan Status
	 	 	A - Payment Not Received But Still in Grace Period	0 - Current	4 - Performing Matured Balloon
	 	 	B - Late Payment But Less Than 30 days  Delinquent	1 - 30-59 Days Delinquent	5 - Non Performing Matured Balloon
	 	 	 	2 - 60-89 Days Delinquent	6 - 121+ Days Delinquent
	 	 	 	3 - 90-120 Days Delinquent	 
	 	 	 	 	 


 


 


	 	2 Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 


	 	     Note: Outstanding P & I Advances include the current period advance.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 20 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Collateral Stratification and Historical
Detail


 


	Maturity Dates and Loan Status1


 


 


 


	 	Total	Performing	Non-Performing	REO/Foreclosure
	 			
	Past Maturity	0	0	0	0
	0 - 6 Months	0	0	0	0
	7 - 12 Months	0	0	0	0
	13 - 24 Months	0	0	0	0
	25 - 36 Months	0	0	0	0
	37 - 48 Months	0	0	0	0
	49 - 60 Months	0	0	0	0
	> 60 Months	0	0	0	0


 


 





 


	Historical Delinquency Information


 


 


 


	 	Total	Current	30-59 Days	60-89 Days	90+ Days	REO/Foreclosure
	 					
	Mar-22	0	0	0	0	0	0
	Feb-22	0	0	0	0	0	0
	Jan-22	0	0	0	0	0	0
	Dec-21	0	0	0	0	0	0
	Nov-21	0	0	0	0	0	0
	Oct-21	0	0	0	0	0	0
	Sep-21	0	0	0	0	0	0
	Aug-21	0	0	0	0	0	0
	Jul-21	0	0	0	0	0	0
	Jun-21	0	0	0	0	0	0
	May-21	0	0	0	0	0	0
	Apr-21	0	0	0	0	0	0


	(1)	Maturity dates used in this chart are based on the dates provided by the Master Servicer in the Loan Periodic File.


 


 





 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 21 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Specially Serviced Loan Detail - Part 1
	 
	Pros ID	Loan ID	Ending Scheduled Balance	Actual Balance	Appraisal Value	Appraisal Date	Net Operating Income	DSCR	DSCR Date	Maturity Date	
    Remaining

    Amort Term

	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 22 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Specially Serviced Loan Detail - Part 2
	 
	Pros ID	Loan ID	Property Type1	State	
    Servicing

    Transfer

    Date
	Resolution Strategy Code2	Special Servicing Comments
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 


 


 


	 	1 Property Type Codes
	 	 	HC - Health Care	MU - Mixed Use	WH - Warehouse
	 	 	MF - Multi-Family	SS - Self Storage	LO - Lodging
	 	 	RT - Retail	SF - Single Family Rental	98 - Other
	 	 	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined


 


 


	 	2 Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 23 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Modified Loan Detail


 


	 	 	 	Pre-Modification	Post-Modification	Modification 	Modification Booking 	Modification Closing 	Modification Effective 
	Pros ID	Loan Number	 	Balance	Rate	Balance	Rate	
     

    Code1
	
     

    Date
	
     

    Date
	
     

    Date

	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


	1 Modification Codes
	 	1 - Maturity Date Extension	5 - Temporary Rate Reduction	8 - Other	 
	 	2 - Amortization Change	6 - Capitalization on Interest	9 - Combination	 
	 	3 - Principal Write-Off	7 - Capitalization on Taxes	10 - Forbearance	 
	 	 	 	 	 


	 	Note: Please refer to Servicer Reports for modification comments.


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 24 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	Historical Liquidated Loan Detail
	 
	Pros ID1	
    Loan

    Number
	Dist.Date	
    Loan

    Beginning

    Scheduled

    Balance
	
    Most Recent

    Appraised

    Value or BPO
	
    Gross Sales

    Proceeds or

    Other

    Proceeds
	
    Fees,

    Advances,

    and Expenses
	
    Net Proceeds

    Received on

    Liquidation
	
    Net Proceeds

    Available for

    Distribution
	
    Realized Loss

    to Loan
	
    Current 

    Period

    Adjustment to

    Loan
	
    Cumulative

    Adjustment to

    Loan
	
    Loss to Loan

    with

    Cumulative

    Adjustment
	
    Percent of

    Original

    Loan

    Balance

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	Current Period Totals	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 	 


 


	 	Note: Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 25 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


	 	 	Historical Bond / Collateral Loss Reconciliation Detail	 
	 	 	 	 
	Pros ID	
    Loan

    Number
	Distribution Date	
    Certificate 

    Interest Paid

    from Collateral

    Principal

    Collections
	
    Reimb of Prior

    Realized Losses

    from Collateral

    Interest

    Collections
	
    Aggregate

    Realized Loss to

    Loan
	
    Loss Covered by

    Credit

    Support/Deal

    Structure
	
    Loss Applied to

    Certificate

    Interest Payment
	
    Loss Applied to

    Certificate

    Balance
	
    Non-Cash 

    Principal

    Adjustment
	
    Realized Losses

    from

    NRA/WODRA
	
    Total Loss 

    Applied to

    Certificate

    Balance

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 
	 	 


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 26 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Interest Shortfall Detail - Collateral
Level


 


	Pros ID	
    Interest

    Adjustments
	
    Deferred

    Interest

    Collected
	Special Servicing Fees	ASER	PPIS /  (PPIE)	
    Non-

    Recoverable

    Interest
	
    Interest on

    Advances
	
    Reimbursement of 

    Advances from

    Interest
	
    Other

    Shortfalls /

    (Refunds)
	
    Modified

    Interest

    Reduction /

    (Excess)

	Monthly	Liquidation	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: Interest Adjustments listed for each loan do not include amounts that were used to adjust the Weighted Average Net Rate of the mortgage loans.	Collateral Shortfall Total	0.00


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 27 of 28




     


     


	Distribution Date:	03/17/22	BMO 2022-C1 Mortgage Trust	
	Determination Date:	03/11/22
	Next Distribution Date:	04/17/22	Commercial Mortgage Pass-Through Certificates
	Record Date:	02/28/22	Series 2022-C1
	 	 	 	 


 


Supplemental Notes


 


	None


 



    
	© 2021 Computershare. All rights reserved. Confidential.	Page 28 of 28




     


     


 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the
name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such
beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN
No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation
S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does
hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


 


 

 


	 	*	Select appropriate depository.


 



    E-1


     


     


 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf
reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States;]**


 


(3)           no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC


 


 


 

 


**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    E-2


     


     


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

              as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the Depository in the
name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such
beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor
does hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 


 



    F-1


     


     


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf
reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States,] *


 


(3)           no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable,


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


or (ii) with respect to transfers made in reliance
on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction
permitted by Rule 144 under the Securities Act.**


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: BMO Commercial Mortgage Securities LLC


 


 


 

 


*      Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**    Select
(i) or (ii), as applicable.


 



    F-2


     


     


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

              as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name
of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the


 


 


 

 


	 	*	Select appropriate depository.


 


 



    G-1


     


     


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. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC


 



    G-2


     


     


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


[For purposes of acquiring a beneficial
interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted Period,] [For purposes
of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued under
the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined by Regulation
S under the Securities Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates of the
Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of such date.


 


 


 

 


	 	*	Select, as applicable.


 


 



    H-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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	Dated:______________
	 	By: 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


  



    H-2


     


     


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

              as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation
S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation
S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does
hereby certify that:


 


 


 

 


	 	*	Select appropriate depository.


 


 



    I-1


     


     


(1)           the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf
reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States;] **


 


(3)           no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: BMO Commercial Mortgage Securities LLC


 


 


 

 


**    Insert one of these two provisions, which
come from the definition of “offshore transaction” in Regulation S.


 



    I-2


     


     


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S
Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation
S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does
hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


 



    J-1


     


     


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf
reasonably believed and believes that the transferee was outside the United States;]*


 


[(2)          the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United
States;] *


 


(3)           no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)           the
transferee is an institution.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC


 


 


 

 


*       Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    J-2


     


     


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,

             as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are held
in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate
of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in
accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


 



    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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator, Master Servicer,
Special Servicer, the Initial Purchasers and the Underwriters.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC


 



    K-2


     


     


EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Computershare Trust Company, National Association,

              as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


 


 


	STATE OF	)	 
	 	)           ss.:	 
	COUNTY OF	)	 


  


Capitalized terms not defined herein
shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I, [______], under penalties of
perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


 


1.           I
am a [______] of [______] (the “Purchaser”), on behalf
of which I have the authority to make this affidavit.


 


2.           The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”)


 


 



    L-1-1


     


     


designated as the “Lower-Tier
REMIC”, “Upper-Tier REMIC”, “360
Rosemary REMIC” and “111 River Street REMIC”, respectively, relating to the Certificates for which an election
is to be or has been 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, a State or any political subdivision of a State, any
possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation
if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of
either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by
Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to
the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone
cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion
of counsel to the effect that any transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United
States”, “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code.


 


4.           The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


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


 


6.           No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


 



    L-1-2


     


     


7.           The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


8.           Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section
55(b)(1)(B) of the Code (as in effect for tax years beginning on or before December 31, 2017) may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in
the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii)
present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and


 


 



    L-1-3


     


     


investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good
faith.


 


☐            None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to any Person
that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as to which the Purchaser
has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee.


 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative” within the
meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant to Section
4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed to avoid (i) the
application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest
or other amount imposed under the Code that would otherwise be imposed on the holders of the Class R Certificates.


 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    L-1-4


     


     


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__. 


 


	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


 


	 	By: 	 
	 	 	Name:
	 	 	Title:


 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they
executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


 


	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 


  


My Commission expires:




 


_______________


 



    L-1-5


     


     


EXHIBIT L-2A


 


FORM OF TRANSFEROR LETTER for
transfer of class r certificates


 


[Date]


 


Computershare Trust Company, National Association,

            as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class R


 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities
LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National
Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare
Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)           No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)           The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined
in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations in
clause (9) of such Transfer Affidavit and Agreement are false.


 


(3)           The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee
has historically paid its debts as they became due and has found no significant


 


 



    L-2A-1


     


     


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 for United States income taxes
associated therewith) unless the Transferor has conducted such an investigation.


 


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    L-2A-2


     


     


EXHIBIT L-2B


 


FORM OF TRANSFEROR LETTER FOR TRANSFER OF NON-BOOK
ENTRY

CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


 


[Date]


 


Computershare Trust Company, National Association,

              as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415




 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [__]


 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[______] aggregate
[principal balance][notional amount]][[__]% Percentage Interest] of the Class [___] Certificates (the “Transferred Certificate”)
which are held in the form of [a beneficial interest in the [Rule 144A][Regulation S] Global Certificate][Non-Book Entry Certificate]
of such Class (CUSIP No. [______]). The Transferor has requested a transfer of such [beneficial interest][Non-Book Entry Certificate]
for a Non-Book Entry Certificate of such Class (CUSIP No. [______]). The Certificates, including the Transferred Certificate, were issued
pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)           The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and all claims
and encumbrances whatsoever.


 


(2)           Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate, any
interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from any person in any manner,
(c) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security
with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in


 


 



    L-2B-1


     


     


clauses (a) through (e) hereof) would
constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or
would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities
laws.


 


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    L-2B-2


     


     


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


	Computershare Trust Company, National Association,

                as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell 

    Email: paul.vanderslice@bmo.com,

    Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

	 	 
	
    Computershare Trust Company, National Association, 

    as Certificate Administrator 

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Legal Department 

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    Wilmington Trust, National Association, 

    as Trustee 

    1100 North Market Street 

    Wilmington, Delaware 19890 

    Attention: CMBS Trustee – BMO 2022-C1 
	 
	 	 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage
 Pass-Through Certificates, Series 2022-C1                      


 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [[$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of BMO 2022-C1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, Class [_],


 



    L-3-1


     


     


CUSIP No. [____], in certificated fully registered
form (such registered interest, the “Certificate”),] [$________ Uncertificated VRR Interest Balance of the Uncertificated
VRR Interest,] [$________ Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest,] issued pursuant to that certain
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs
Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such
terms in the Pooling and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS X-F, CLASS
X-G, CLASS X-H, CLASS X-J, CLASS F, CLASS G, CLASS H, CLASS J, CLASS 360D, CLASS 360E, CLASS 360RR, CLASS 111D OR CLASS 111E Certificates:
In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not and will
not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986,
as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity
or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as
modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such Plan within the meaning
of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company, (2) the source of funds used to acquire
or hold the Certificate or an interest therein is an “insurance company general account,” as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied
and (B) is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state
or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code
Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other plan or using the
assets of such governmental plan or other plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate
would not constitute or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR TRANSFERS OF CLASS R
or class s CERTIFICATES OR THE UNCERTIFICATED VRR INTEREST OR THE UNCERTIFICATED 111RR INTEREST: In connection with such transfer,
the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or other plan
subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of
which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including
an insurance company that is using the assets of separate accounts or general accounts which include assets of Plans (or which are deemed
pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of any such Plan or using assets of any
such Plan and (B) is not and


 



    L-3-2


     


     


will not be a governmental plan or other plan subject
to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions
of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other
plan or using the assets of such governmental plan to acquire the [Certificate][Uncertificated VRR Interest][Uncertificated 111RR Interest].]


 


[FOR TRANSFERS OF CLASS R CERTIFICATES:
The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer” within the meaning
of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR TRANSFERS OF CLASS S CERTIFICATES:
The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an “accredited investor”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or an entity
in which all of the equity owners qualify as “accredited investors” within the meaning of Rule 501(a) (1), (2),
(3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 



    L-3-3


     


     


IN WITNESS WHEREOF, the Purchaser
hereby executes this Representation Letter on the ___ day of _____, ____.


 


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    L-3-4


     


     


EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


	
    Computershare Trust Company, National Association, 

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    

     
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell 

    Email: paul.vanderslice@bmo.com,

    Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

	 	 
	
    Computershare Trust Company, National Association, 

    as Certificate Administrator 

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1 
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Legal Department 

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    Wilmington Trust, National Association, 

    as Trustee 

    1100 North Market Street 

    Wilmington, Delaware 19890 

    Attention: CMBS Trustee – BMO 2022-C1 
	 
	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage
 Pass-Through Certificates, Series 2022-C1, Class [__]
 (the “Class [__] Certificates”)                                           


 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, on behalf of the holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,


 



    L-4-1


     


     


Series 2022-C1 (the “Certificates”),
in connection with the transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of [$______ aggregate [principal balance] [notional amount] of Class [___] Certificates]
[a Class [___] Certificate representing a ___% Percentage Interest in the related Class], in certificated fully registered form (such
registered interest, the “Transferred Certificate”). Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.       Check
one of the following:1


 


☐       The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an entity meeting,
or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”)), and has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Transferred
Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it
in connection with this transfer.


 


☐       The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act, and has completed one of the forms of certification to that effect attached hereto as Annex
1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another QIB. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


2.       The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b)
for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF ANY CERTIFICATES
OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the registration
requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt by the Certificate Registrar of a letter
substantially in the form hereof, (B) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (C) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (D) a


 


 

 


 


1 Any Purchaser of Class R Certificates
must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.


 



    L-4-2


     


     


written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book
Entry Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent
to resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 


4.       The
Purchaser has reviewed the applicable Offering Circular dated February 10, 2022, relating to the [Private Certificates][360 Rosemary Loan-Specific
Certificates] [111 River Street Loan-Specific Certificates] (the “Offering Circular”) and the agreements and other
materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of
the transactions contemplated by the Offering Circular.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03 of the
Pooling and Servicing Agreement.


 


7.       Check
one of the following:


 


☐       The
Purchaser is a “U.S. Tax Person” and it [will provide by electronic mail]2 [has attached hereto]3 an
Internal Revenue Service (“IRS”) Form W-9 (or successor form).


 


☐       The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to be
withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s). The
Purchaser [will provide by electronic mail]4[has attached hereto]5 (i) a duly executed IRS Form W-8BEN or W-8 BEN-E,
as applicable (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and states
that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred
Certificate(s) and state that interest and


 


 

 


 


2 Applicable in the case of a transfer
on the Closing Date


 


3 Applicable in the case of a transfer
subsequent to the Closing Date


 


4 Applicable in the case of a transfer
on the Closing Date


 


5 Applicable in the case of a transfer
subsequent to the Closing 


 



    L-4-3


     


     


original issue discount on the Transferred
Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate
Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor
IRS forms, or such other certifications as the Certificate Administrator may reasonably request, on or before the date that any such IRS
form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent
IRS form of certification furnished by it to the Certificate Administrator.


 


For the purposes of this paragraph 7,
“U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof
or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


[8. The Transferee agrees to provide
the applicable executed IRS form(s) referred to in paragraph 7 above, its payment instructions and its mailing address to the Certificate
Administrator by electronic mail to Anna.Lopez@Computershare.com.]6


 


[8. Please make all payments due
on the Transferred Certificate:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account number:                                           




Institution:                                                                            



 


 

 


 


6 Applicable
in the case of a transfer on the Closing Date.


 


**      Please
select (a) or (b). 


 


 



    L-4-4


     


     


(b)       by
mailing a check or draft to the following address: 









	 
	 


 


 


The mailing address of the Purchaser is:


 


	 	 
	 	]7


 


[9. The Class [__] Certificates
registered in the name of the Purchaser should be delivered to:


 


 


	 	 
	 	 
	 	]8


 


 

 


 


7 Applicable
in the case of a transfer subsequent to the Closing Date


 


8 Not
applicable to a Risk Retention Certificate held in the Retained Interest Safekeeping Account by the Certificate Administrator 


 



    L-4-5


     


     


 


	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 



    L-4-6


     


     


ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers other than Registered Investment
Companies]


 


The undersigned hereby certifies as follows to [Name
of Seller] (the “Seller”) [, BMO Commercial Mortgage Securities LLC]9 and Computershare Trust Company, National
Association, as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which this certification
is an Annex:


 


1.       As indicated
below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity
purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The Purchaser
is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule
144A”) because (i) the Purchaser owned and/or invested on a discretionary basis at least $______________________10
in securities (other than the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s
most recent fiscal year)] [the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance with
Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


	 	___	Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, limited liability company, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


 


	 	___	Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.


 


 

 


 


9 Delete if the Seller
is BMO Commercial Mortgage Securities LLC 


10 Purchaser must
own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser
must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 


 



    Annex-1-1


     


     


	 	___	Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.


 


	 	___	Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


 


	 	___	Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.


 


	 	___	State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.


 


	 	___	ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.


 


	 	___	Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940, as amended.


 


	 	___	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


  


3.           The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities
that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.


 



    Annex-1-2


     


     


For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the securities referred to in this paragraph.


 


4.           For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser
used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the cost of those securities has been published, in which
case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned
by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared
in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s
direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise
and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


 


5.           The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in
reliance on Rule 144A.


 


	 	___	___ 	Will the Purchaser be purchasing the Transferred Certificate
	 	Yes	No	only for the Purchaser’s own account


 


6.            If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than
its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule
144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one
or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that
it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase,
promptly after they become available.


 


 



    Annex-1-3


     


     


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificate was issued.


 


 


	 	 
	 	Print Name of Purchaser


 


 


	 	 	By:	 


 


 


	 	 	Name:	 


 


 


	 	 	Title:	 


 


 


	 	 	Date:	 


  



    Annex-1-4


     


     


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers that are Registered Investment Companies]


 


The undersigned hereby certifies as follows to [Name
of Seller] (the “Seller”) [, BMO Commercial Mortgage Securities LLC]11 and Computershare Trust Company,
National Association, as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which this certification
is an Annex:


 


1.       As indicated
below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity
purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified institutional buyer”
as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the
Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).


 


2.       The Purchaser
is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or invested
on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of [[_____] (specific date since the close of the Purchaser’s most recent fiscal year)]
[the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities owned by the Purchaser
or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser or any member of the
Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost of those securities has been published, in which case
the securities of such entity were valued at market.


 


	 	____	The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


	 	____	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


3.       The term
“Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that
have the same investment adviser


 


 

 


 


11 Delete if the Seller is BMO Commercial
Mortgage Securities LLC 


 



    Annex-2-1


     


     


or investment advisers that are affiliated (by virtue of being majority
owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 


4.       The term
“securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are
part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph
were excluded.


 


5.       The Purchaser
is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 


 


	 	___	___ 	Will the Purchaser be purchasing the Transferred Certificate
	 	Yes	No	only for the Purchaser’s own account


  


6.       If the answer
to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other than its own,
such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A,
and the “qualified institutional buyer” status of such third party has been established by the Purchaser through one or more
of the appropriate methods contemplated by Rule 144A.


 


7.       The undersigned
will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice,
the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification by the undersigned
as of the date of such purchase.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificate was issued.


 


	 	 
	 	Print Name of Purchaser or Adviser


 


 


	 	 	By:	 


 


 


	 	 	Name:	 


 


 


	 	 	Title:	 


 


 


	 	IF AN ADVISER:
	 	 
	 	 
	 	Print Name of Purchaser


 


 


	 	 	Date:	 	 


   



    Annex-2-2


     


     


 


 


EXHIBIT L-5A


 


FORM
OF TRANSFEREE Certificate for Transfer of UNCERTIFICATED vrr INTEREST 


 


[Date]


 


	
    Computershare Trust Company, National Association, 

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    

     
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell 

    Email: paul.vanderslice@bmo.com,

    Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

     

	
    SSOF
    SCRE AIV, L.P

    4 Park Plaza, Suite 2000

    Irvine, California 92614

    Attention: Mike Wilhelms

    Email: Mike.Wilhelms@sabal.com

    

    with a copy to:

     

    Dechert LLP

    Cira Centre, 2929 Arch Street

    Philadelphia, Pennsylvania 19104

    Attention: Gennady A. Gorel

    Email: gennady.gorel@dechert.com 
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Legal Department 

    Email: BMOCMUSLegal@bmo.com

     

	 	 
	
    [Transferor]

    [________ ] 
	 
	 	 


 


 



    L-5A-1


     


     


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee                                                                                                                                                                                                  


 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


 


	 	1.	[[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”) to [_____] (“Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”) is granting a security interest in the Uncertificated VRR Interest to [_____] (the “Transferee”) that is a Permitted Lender.].


 


	 	2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with (A) Sections 5.02 and 5.03 of the Pooling and Servicing Agreement and (B) the Credit Risk Retention Agreement, dated and effective as of February 10, 2022 (the “Credit Risk Retention Agreement”), between SSOF SCRE AIV, L.P., SSOF VRR, LLC, KeyBank National Association, German American Capital Corporation and the Depositor.


 


	 	3.	The Transferee is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any transfer of the Transferred Interest by the Transferee unless the transferee, or such transferee’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferee expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


	 	4.	If the Transferee (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include assets of Plans (or which are


 


 



    L-5A-2


     


     


 


	 	 	deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan to acquire the Transferred Interest.


 


	 	5.	Check one of the following:


 


☐            The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


	 	A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned Affiliate”);


 


	 	B.	The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate;


 


	 	C.	The Transferee is not a Non-Exempt Person; and


 


	 	D.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the Transferred Interest will satisfy the risk retention requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.


 


☐           The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


	 	A.	The Transferee is a Person that provides financing permitted under Regulation RR and Section 3(f) of the Credit Risk Retention Agreement (a “Permitted Lender”);


 


	 	B.	It is not acquiring an interest in the Transferred Interest as a nominee, trustee or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the Transferred Interest, it will remain a Permitted Lender; and 


 


	 	D.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of an interest in the Transferred Interest will satisfy the risk retention


 


 



    L-5A-3


     


     


 


	 	 	requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under the Risk Retention Rule.


 


☐           The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor,
that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


6.       Check
one of the following:


 


☐           The
Transferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


☐           The
Transferee is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to
be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Transferee as the beneficial owner of the Transferred Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two
duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or
successor form), which identify such Transferee as the beneficial owner of the Transferred Certificate(s) and state that interest and
original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
The Transferee agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS Form W-8IMY or IRS
Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator may
reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Administrator.


 


For the purposes of this paragraph 7,
“U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof
or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


	 	7.	All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement should be made to:


 


[INSERT WIRE TRANSFER
INFORMATION]


 


	 	Bank:	 


Account No.: 


 


 



    L-5A-4


     


     


Attention: 


	 	Ref:	 


ABA No.: 


 


	 	8.	Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be provided to:


 


[INSERT CONTACT
INFORMATION]


 


[NAME] 


[ADDRESS] 


Fax number: 


Telephone: 


 


E-mail: 


 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Transferee
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


	 	[TRANSFEREE]


 


	 	By:	 
	 	 	
    Name:

    Title:



 



    L-5A-5


     


     


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]12


 


 


	By:	 
	 	
    Name:

    Title:



 


[Medallion Stamp
Guarantee]


 


SSOF SCRE AIV, L.P


 


 


	By:	 
	 	
    Name:

    Title:



  


BMO COMMERCIAL MORTGAGE SECURITIES LLC


 


 


	By:	 
	 	
    Name:

    Title:



 


 

 


 


12 Signature of Retaining Party is required if the Retaining
Party is different than the transferor 


 



    L-5A-6


     


     


EXHIBIT L-5B


 


FORM
OF TRANSFEREE Certificate for Transfer of UNCERTIFICATED 111RR INTEREST 


 


[Date]


 


	
    Computershare Trust Company, National Association, 

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    

     
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell 

    Email: paul.vanderslice@bmo.com,

    Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com 

	 	 
	
    Bank of Montreal 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036 

    Attention: Michael Birajiclian and David Schell 

    Email: Michael.Birajiclian@bmo.com and 

    David.Schell@bmo.com
	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Legal Department 

    Email: BMOCMUSLegal@bmo.com

     

	 	 
	
    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 
	
    [Transferor] 

    [________ ]

     

	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee


 


 



    L-5B-1


     


     


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, 111 River
Street Retaining Sponsor and Depositor, that:


 


	 	6.	[[_____] (the “Transferor”) is transferring $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”) is transferring $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest (the “Transferred Interest”) to [_____] (“Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”) is granting a security interest in the Uncertificated 111RR Interest to [_____] (the “Transferee”) that is a Permitted Lender.].


 


	 	7.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.


 


	 	8.	The Transferee is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any transfer of the Transferred Interest by the Transferee unless the transferee, or such transferee’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferee expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


	 	9.	If the Transferee (A) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan to acquire the Transferred Interest.


 


	 	10.	Check one of the following:


 


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, 111 River
Street Retaining Sponsor and Depositor, that the transfer will occur during the 111RR Interest Transfer Restriction Period and that:


 


 



    L-5B-2


     


     


	 	E.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned Affiliate”);


 


	 	F.	The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate;


 


	 	G.	The Transferee is not a Non-Exempt Person; and


 


	 	H.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the Transferred Interest will satisfy the risk retention requirements of the 111 River Street Retaining Sponsor, in its capacity as the retaining sponsor under Regulation RR.


 


☐           The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 111 River Street Retaining
Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


	 	A.	The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted Lender”);


 


	 	B.	It is not acquiring an interest in the Transferred Interest as a nominee, trustee or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the Transferred Interest, it will remain a Permitted Lender; and 


 


	 	D.	The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership of an interest in the Transferred Interest will satisfy the risk retention requirements of the 111 River Street Retaining Sponsor, in its capacity as the retaining sponsor under the Risk Retention Rule.


 


☐           The
Transferee certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 111 River Street Retaining
Sponsor and Depositor, that the transfer will occur after the termination of the 111RR Interest Transfer Restriction Period.


 


6.       Check
one of the following:


 


☐           The
Transferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


☐           The
Transferee is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required to
be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).


 



    L-5B-3


     


     


The Transferee has attached hereto (i) a
duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies such Transferee as the beneficial owner
of the Transferred Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY
(and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Transferee
as the beneficial owner of the Transferred Certificate(s) and state that interest and original issue discount on the Transferred Certificate(s)
is, or is expected to be, effectively connected with a U.S. trade or business. The Transferee agrees to provide to the Certificate Administrator
an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms,
or such other certifications as the Certificate Administrator may reasonably request, on or before the date that any such IRS form or
certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form
of certification furnished by it to the Certificate Administrator.


 


For the purposes of this paragraph 7,
“U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof
or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


	 	7.	All distributions to be made to the Transferee pursuant to the Pooling and Servicing Agreement should be made to:


 


[INSERT WIRE TRANSFER
INFORMATION]


 


Bank: 


Account No.:  


Attention: 


Ref: 


ABA No.: 


 


	 	8.	Any communications to the Transferee pursuant to the Pooling and Servicing Agreement should be provided to:


 


[INSERT CONTACT
INFORMATION]


 


[NAME] 


[ADDRESS] 


Fax number:  


Telephone: 


 


 



    L-5B-4


     


     


		E-mail:	



 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Transferee
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


	 	[TRANSFEREE]


 


 


	 	By:	 
	 	 	
    Name:

    Title:



  



    L-5B-5


     


     


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]13


 


 


	By:	 
	 	
    Name:

    Title:



 


 


[Medallion Stamp
Guarantee]


 


BANK OF MONTREAL


 


 


	By:	 
	 	
    Name:

    Title:



  


BMO COMMERCIAL MORTGAGE SECURITIES LLC


 


 


	By:	 
	 	
    Name:

    Title:



 


 

 


 


13 Signature of Retaining Party is required if the Retaining
Party is different than the transferor


 



    L-5B-6


     


     


EXHIBIT L-5C


 


[RESERVED]


 



    L-5C-1


     


     


EXHIBIT L-5D


 


FORM
OF TRANSFEREE Certificate for Transfer of CLASS 360RR CERTIFICATES


 


[Date]


 


	
    Computershare Trust Company, National Association,

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 
	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    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
	 


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee 


 


 



    L-5D-1


     

     


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 360 Rosemary Retaining Sponsor
and Depositor, that:


 


	 	1.	The Purchaser is acquiring from [__________] (the “Transferor”) $[__________] principal balance of the Class 360RR Certificates (the “Transferred Interest”).


 


	 	1.	The Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate Registrar will not register any transfer of the Transferred Interest by the Purchaser unless the transferee, or such transferee’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


	 	2.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the Transferred Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Transferred Interest and (b) the acquisition of the Transferred Interest will be effected through BMO Capital Markets Corp. or KeyBanc Capital Markets Inc. or Deutsche Bank Securities Inc., or an affiliate thereof.


 


	 	3.	Check one of the following:


 


☐      
 The Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
360 Rosemary Retaining Sponsor and Depositor, that the transfer will occur during the 360RR Transfer Restriction Period and that:


 


	 	A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor (a “Majority-Owned Affiliate”).


 


	 	B.	The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.


 


	 	C.	The Purchaser has executed and delivered to the 360 Rosemary Retaining Sponsor a “Joinder Agreement” (as such term is defined in the Risk Retention Agreement, dated as of February 10, 2022 (the “360 Rosemary TPP Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal, and Rockwood Income and Credit Partners III, L.P.) dated as of the date of the transfer, as required pursuant to Section 3(b)(iv) of the 360 Rosemary TPP Agreement.


 


☐      
 The Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
360 Rosemary Retaining Sponsor and


 


 



    L-5D-2


     

     


Depositor, that the transfer will occur
after the termination of the 360RR Transfer Restriction Period.


 


☐     
  The Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 360 Rosemary
Retaining Sponsor and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.       
The Purchaser is a “Subsequent Retaining B Buyer”, as such term is defined in the Risk Retention Agreement, dated as of February
10, 2022 (the “360 Rosemary TPP Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal, and
Rockwood Income and Credit Partners III, L.P..


 


B.     
  The Purchaser has executed and delivered to the 360 Rosemary Retaining Sponsor a “Subsequent RR Agreement” (as
such term is defined in the 360 Rosemary TPP Agreement) dated as of the date of the transfer, as required pursuant to Section 3(d)(iv)
of the 360 Rosemary TPP Agreement.


 


C.   
    The transfer will be made in accordance with Section 3(d) of the 360 Rosemary TPP Agreement, and the Purchaser
has complied with all the provisions, and has satisfied all the requirements, set forth in Section 3(d) of the 360 Rosemary TPP Agreement.


 


☐           The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the 360 Rosemary TPP Agreement, a Joinder Agreement
(as defined in the 360 Rosemary TPP Agreement) or a Subsequent RR Agreement (as defined in the 360 Rosemary TPP Agreement), as applicable.
Please provide additional information in the space below to explain:


 


 


 


 


 


 


 


 

 


 

 


 

 


 

 


 

 


 

 


Capitalized terms used but not defined
herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


	 	[PURCHASER]	 


 


 



    L-5D-3


     

     


 


	 	By:  	 
	 	 	Name:
	 	 	Title:  


 


 



    L-5D-4


     

     


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]


 


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


  


[Medallion Stamp Guarantee]


 


[BANK OF MONTREAL]14


 


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


 


 

 


14 Signature of 360 Rosemary Retaining Sponsor is required if
the 360 Rosemary Retaining Sponsor is different than the applicable Retaining Party 


 



    L-5D-5


     

     


EXHIBIT L-6A


 


FORM
OF TRANSFEROR Certificate for Transfer of Uncertificated VRR INTEResT


 


[Date]


 


	
    Computershare Trust Company, National Association,

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 
	
    SSOF SCRE AIV, L.P

    4 Park Plaza, Suite 2000

    Irvine, California 92614

    Attention: Mike Wilhelms

    Email: Mike.Wilhelms@sabal.com

     

    with a copy to:
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	 	 
	Dechert LLP

Cira Centre, 2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: Gennady A. Gorel

Email: gennady.gorel@dechert.com	 


 


	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee 


 


Ladies and Gentlemen:


 


 



    L-6A-1


     

     


[_____] (the “Transferor”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


 


	 	1.	[[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR] Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”) to [_____] (the “Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”) is granting a security interest in the $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred Interest”) to [_____] (the “Transferee”) that is a Permitted Lender.]


 


	 	2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with the Pooling and Servicing Agreement and the Credit Risk Retention Agreement, dated and effective as of February 10, 2022 (the “Credit Risk Retention Agreement”), between SSOF SCRE AIV, L.P., SSOF VRR, LLC, KeyBank National Association, German American Capital Corporation and the Depositor.


 


	 	3.	The Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion of the $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest by the Transferor unless the Transferor, or the Transferor’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferor expressly agrees that it will not consummate any such Transfer if it knows or believes that any representation contained in such certificate is false.


 


	 	4.	Check one of the following:


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


A.   The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR (a “Majority-Owned Affiliate”),
of the Transferor;


 


B.    To
the Transferor’s knowledge, the Transferee is not acquiring the Uncertificated VRR Interest as a nominee, trustee or agent for any
person that is not a Majority-Owned Affiliate of the Transferor;


 


C.    The
Transferor has complied in all material respects with all of the covenants in the Credit Risk Retention Agreement during the period from
the date of the Credit Risk Retention Agreement through and including the date of this transfer.


 


D.   All
of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement are true and correct as of the date
of the Transfer.


 


 



    L-6A-2


     

     


E.   
All of the requirements set forth in Section 3 of the Vertical Credit Risk Retention Agreement have been complied with through and including
the date of the transfer.


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period, and that:


 


A.   The
Transferee is a Person that provides financing permitted under Regulation RR and Section 3(f) of the Vertical Credit Risk Retention Agreement
(a “Permitted Lender”);


 


B.   
The Transferor’s knowledge, the Transferee is not a Non-Exempt Person.


 


C.   
To the knowledge of the Transferor, the Transferee is not acquiring an interest in the Uncertificated VRR Interest as a nominee, trustee
or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the Uncertificated VRR Interest,
it will remain a Permitted Lender.


 


D.   The
Transferor has complied in all material respects with all of the covenants in the Credit Risk Retention Agreement during the period from
the date of the Credit Risk Retention Agreement through and including the date of the Transfer.


 


E.   
All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement are true and correct as of the
date of the Transfer.


 


F.    All
of the requirements set forth in Section 3 of the Credit Risk Retention Agreement have been complied with through and including the date
of the Transfer.


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


5.                            The
Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and Servicing
Agreement as Exhibit L-7A. The Transferor does not know or believe that any representation contained therein is false.


 


 Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


 



    L-6A-3


     

     


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


 


	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


  



    L-6A-4


     

     


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]15 


 


	 	 
	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


[Medallion Stamp Guarantee]


 


SSOF SCRE AIV, L.P 


 


	 	 
	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


BMO COMMERCIAL MORTGAGE SECURITIES LLC 


 


	 	 
	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


 


 

 


15 Signature of Retaining Party is required if the Retaining
Party is different than the transferor 


 



    L-6A-5


     

     


EXHIBIT L-6B


 


FORM
OF TRANSFEROR Certificate for Transfer of Uncertificated 111rr INTEREST


 


[Date]


 


	
    Computershare Trust Company, National Association,

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 
	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email:
    Michael.Birajiclian@bmo.com and David.Schell@bmo.com

    

    with a copy to:
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    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
	 


 


	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee 


  


 



    L-6B-1


     

     


Ladies and Gentlemen:


 


[_____] (the “Transferor”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, 111 River
Street Retaining Sponsor and Depositor, that:


 


	 	1.	[[_____] (the “Transferor”) is transferring $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest (the “Transferred Interest”) to [______] (the “Transferee”).] [[_____] (the “Transferor”) is transferring $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest (the “Transferred Interest”) to [_____] (the “Transferee”) that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”) is granting a security interest in the $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest (the “Transferred Interest”) to [_____] (the “Transferee”) that is a Permitted Lender.]


 


	 	2.	The transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with the Pooling and Servicing Agreement.


 


	 	3.	The Transferor is aware that the Certificate Registrar will not recognize any Transfer of any portion of the $[____] Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest by the Transferor unless the Transferor, or the Transferor’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially the same form as this certificate. The Transferor expressly agrees that it will not consummate any such Transfer if it knows or believes that any representation contained in such certificate is false.


 


	 	4.	Check one of the following:


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 111 River Street Retaining Sponsor and Depositor, that the transfer will occur during the 111RR Interest Transfer Restriction Period and that:


 


A.   The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR (a “Majority-Owned Affiliate”),
of the Transferor;


 


B.    To
the Transferor’s knowledge, the Transferee is not acquiring the Uncertificated 111RR Interest as a nominee, trustee or agent for
any person that is not a Majority-Owned Affiliate of the Transferor;


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 111 River Street Retaining Sponsor and Depositor, that the transfer will occur after the termination of the 111RR Interest Transfer Restriction Period, and that:


 


G.   
The Transferee is a Person that provides financing permitted under Regulation RR (a “Permitted Lender”);


 


H.   
The Transferor’s knowledge, the Transferee is not a Non-Exempt Person.


 


 



    L-6B-2


     

     


I.     To
the knowledge of the Transferor, the Transferee is not acquiring an interest in the Uncertificated 111RR Interest as a nominee, trustee
or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the Uncertificated 111RR Interest,
it will remain a Permitted Lender.


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 111 River Street Retaining Sponsor and Depositor, that the transfer will occur after the termination of the 111RR Interest Transfer Restriction Period.


 


5.       The Transferor
understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and Servicing Agreement
as Exhibit L-6B. The Transferor does not know or believe that any representation contained therein is false.


 


Capitalized terms used but not defined herein have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


 


	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 



    L-6B-3


     

     


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]16 


 


	 	 
	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


[Medallion Stamp Guarantee]


 


BANK OF MONTREAL


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


 


BMO COMMERCIAL MORTGAGE SECURITIES LLC


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


 


 

 


16 Signature of Retaining Party is required if the Retaining
Party is different than the transferor 


 



    L-6B-4


     

     


EXHIBIT L-6C


 


[RESERVED]


 



    L-6C-1


     

     


EXHIBIT L-6D


 


FORM
OF TRANSFEROR Certificate for Transfer of Class 360RR Certificates


 


[Date]


 


	
    Computershare Trust Company, National Association,

    as Certificate Registrar 

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    

    
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 
	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    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
	 


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”) 


 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of
$[_____] principal balance of the Class 360RR Certificates (the “Transferred Interest”):


 


 



    L-6D-1


     

     


	Class 	Principal Balance
	Class 360RR	$


 


The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC,
Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective
capacities as Certificate Registrar, 360 Rosemary Retaining Sponsor and Depositor, that:


 


	 	5.	The transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.


 


	 	6.	Check one of the following:


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 360 Rosemary Retaining Sponsor and Depositor, that the transfer will occur during the 360RR Transfer Restriction Period and that:


 


A.   The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.


 


B.    The
transfer will be made in accordance with Section 3(b) of the Risk Retention Agreement, dated as of February 10, 2022 (the “360
Rosemary TPP Agreement”), between BMO Commercial Mortgage Securities LLC, Bank of Montreal, and Rockwood Income and Credit Partners
III, L.P., and all of the requirements set forth in Section 3(b) of the 360 Rosemary TPP Agreement have been complied with through and
including the date of the transfer.


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 360 Rosemary Retaining Sponsor and Depositor, that the transfer will occur after the termination of the 360RR Transfer Restriction Period.


 


	 	☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, 360 Rosemary Retaining Sponsor and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.   The
transfer will be made in accordance with Section 3(d) of the Risk Retention Agreement (the “360 Rosemary TPP Agreement”),
dated as of February 10,


 


 



    L-6D-2


     

     


2022, between BMO Commercial Mortgage Securities
LLC, Bank of Montreal, and Rockwood Income and Credit Partners III, L.P., and all of the requirements set forth in Section 3(d) of the
360 Rosemary TPP Agreement have been complied with through and including the date of the transfer.


 


	 	☐	The Transferor is otherwise permitted to transfer the Transferred Interest under the terms of the 360 Rosemary TPP Agreement, a Joinder Agreement (as defined in the 360 Rosemary TPP Agreement) or a Subsequent RR Agreement (as defined in the 360 Rosemary TPP Agreement), as applicable. Please provide additional information in the space below to explain:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


7.     
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and Servicing
Agreement as Exhibit L-5D. The Transferor does not have knowledge, after reasonable due diligence, that any representation contained
therein is false.


 


IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


 


 


	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 


The foregoing certificate is hereby confirmed, and the
transfer is accepted, as of the date first above written:


 


[APPLICABLE RETAINING PARTY]17


 


 


 

 


17 Signature of Retaining Party is required if the Retaining
Party is different than the transferor 


 


 



    L-6D-3


     

     


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


[Medallion Stamp Guarantee]


 


[BANK OF MONTREAL]18


 


 


	By:  	 	 
	 	Name:	 
	 	Title:  	 


 


 


 

 


18 Signature of 360 Rosemary Retaining Sponsor is required if
the 360 Rosemary Retaining Sponsor is different than the applicable Retaining Party 


 



    L-6D-4


     

     


EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE 111 RIVER STREET CONTROLLING
CLASS REPRESENTATIVE, A 111 RIVER STREET CONTROLLING CLASS CERTIFICATEHOLDER, THE 360 ROSEMARY CONTROLLING CLASS REPRESENTATIVE AND/OR
A 360 ROSEMARY CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer 

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com 

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli 

    900 West 48th Place, Suite 900 

    Kansas City, Missouri 64112 

    Attention: Kraig Kohring 

    Email: kkohring@polsinelli.com 

    fax number (816) 753-1536 
	
    Wilmington Trust, National Association, 

    as Trustee 

    1100 North Market Street 

    Wilmington, Delaware 19890 

    Attention: CMBS Trustee – BMO 2022-C1 

    Email: cmbstrustee@wilmingtontrust.com

     

	 	 
	
    Computershare Trust Company, National Association

        as Certificate Administrator 

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1 

    With a copy to: trustadministrationgroup@wellsfargo.com

     
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor 

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com 



 


 



    M-1A-1


     

     


	
    Situs Holdings, LLC,

        as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

    email: legal@situsamc.com
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	 	 


	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the Class
___ Certificates][Uncertificated VRR Interest Owner][prospective purchaser of the Uncertificated VRR Interest][Risk Retention Consultation
Party][Serviced Companion Loan Holder][Companion Loan Holder Representative], and is not the Controlling Class Representative, a Controlling
Class Certificateholder, the 111 River Street Controlling Class Representative, a 111 River Street Controlling Class Certificateholder,
the 360 Rosemary Controlling Class Representative or a 360 Rosemary Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.19


 


3.       The
undersigned is not a Borrower Party. 


 


 


 

 


19 Only required for a Certificateholder,
a Certificate Owner, an Uncertificated VRR Interest Owner, a Risk Retention Consultation Party or a prospective purchaser of a Certificate
(or an investment advisor or manager of the foregoing).


 


 



    M-1A-2


     

     


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master
Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on the schedule attached
hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates or the
related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to this, except
from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and such Information
will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part, unless required to do so by law.


 


The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned
is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto
by its duly authorized signatory, as of the day and year written above.


 


 



    M-1A-3


     

     


	 	 	[[Investment advisor or manager of a] [Certificateholder][Certificate Owner][Uncertificated VRR Interest Owner][Prospective Purchaser][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative]


  


 


	 	 	By:	 


 


 


	 	 	Name:	 


 


	 	 	Title:	 


 


	 	 	Company:	 


 


	 	 	Phone:	 


 



    M-1A-4


     

     


EXHIBIT M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE 111 RIVER STREET CONTROLLING CLASS REPRESENTATIVE,
A 111 RIVER STREET CONTROLLING CLASS CERTIFICATEHOLDER, THE 360 ROSEMARY CONTROLLING CLASS REPRESENTATIVE AND/OR A 360 ROSEMARY CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee 

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	 	 
	
    Computershare Trust Company, National Association

         as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com



 


 



    M-1B-1


     

     


	
    Situs Holdings, LLC,

         as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

    email: legal@situsamc.com
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

     

	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a
111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class
Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website.


 


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates, from
its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject),
and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part, unless required to do so by law.


 


 



    M-1B-2


     

     


The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


 


5.       At any
time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification attached
as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and Exhibit M-1G to
the Agreement.




 


6.       To the
extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information
to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any
Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


7.       The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto
by its duly authorized signatory, as of the day and year written above.


 


	 	 	[The Controlling Class Representative][a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class Certificateholder]


 


 



    M-1B-3


     

     


 


	 	 	By:	 


  


 


	 	 	Name:	 


 


	 	 	Title:	 


 


	 	 	Company:	 


   



    M-1B-4


     

     


EXHIBIT M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE 111 RIVER STREET CONTROLLING CLASS REPRESENTATIVE,
A 111 RIVER STREET CONTROLLING CLASS CERTIFICATEHOLDER, THE 360 ROSEMARY CONTROLLING CLASS REPRESENTATIVE AND/OR A 360 ROSEMARY CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
    KeyBank National Association,

        as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee 

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	 	 
	
    Computershare Trust Company, National Association

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com



 



    M-1C-1


     

     


	
    Situs Holdings, LLC,

         as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

    email: legal@situsamc.com
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a
111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage Loans”):


 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to certain
information (the “Information”) on the Certificate Administrator’s Website.


 


 



    M-1C-2


     

     


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates, from
its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject),
and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part, unless required to do so by law.


 


The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review or
use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information
to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any
Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


 



    M-1C-3


     

     


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto
by its duly authorized signatory, as of the day and year written above.


 


	 	[The Controlling Class Representative] [a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class Certificateholder]


 


 


 


	 	 	By:	 


  


 


	 	 	Name:	 


 


	 	 	Title:	 


 


	 	 	Company:	 


   


 



    M-1C-4


     

     


EXHIBIT M-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE, a Controlling Class Certificateholder,
A RISK RETENTION CONSULTATION PARTY, A HOLDER OF THE UNCERTIFICATED VRR INTEREST, THE 111 RIVER STREET CONTROLLING CLASS REPRESENTATIVE,
A 111 RIVER STREET CONTROLLING CLASS CERTIFICATEHOLDER, THE 360 ROSEMARY CONTROLLING CLASS REPRESENTATIVE AND/OR A 360 ROSEMARY CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee 

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	 	 
	
    Computershare Trust Company, National Association

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com



 


 



    M-1D-1


     

     


	
    Situs Holdings, LLC,

        as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

     

    email: legal@situsamc.com
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

     

    Attention: Legal Department (BMO 2022-C1)

	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of the Class
___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the 111 River Street Controlling Class
Representative, a 111 River Street Controlling Class Certificateholder, the 360 Rosemary Controlling Class Representative or a 360 Rosemary
Controlling Class Certificateholder.


 


3.       The
undersigned is not a Risk Retention Consultation Party and is not a Holder of the Uncertificated VRR Interest.


 


4.       The
undersigned has received a copy of the Prospectus.20


 


 


 

 


20 Only required for a Certificateholder,
a Certificate Owner or a prospective purchaser of a Certificate (or an investment advisor or manager of the foregoing).


 


 



    M-1D-2


     

     


5.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on
the Certificate Administrator’s Website.


 


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates or the
related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to this, except
from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and such Information
will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part, unless required to do so by law.


 


The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


 


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 


 



    M-1D-3


     

     


	 	[[Investment advisor or manager of a]
 [Certificateholder][Certificate 

Owner][Prospective Purchaser]]
 [Serviced Companion Loan Holder][Companion 

Loan Holder Representative]


 


 


	 	 	By:	 


 


 


	 	 	Name:	 


 


	 	 	Title:	 


 


	 	 	Company:	 


 


	 	 	Phone:	 


 



    M-1D-4


     

     


EXHIBIT M-1E


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for A Risk Retention Consultation Party OR a Holder of THE UNCERTIFICATED VRR INTEREST)


 


[Date]


 


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee 

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	 	 
	
    Computershare Trust Company, National Association

        as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

        as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com



 


	
     

    Situs Holdings, LLC,

         as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

     
	
     

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)



 



    M-1E-1


     

     


	
     

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

    email: legal@situsamc.com
	
     

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	 	 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is a Risk Retention Consultation Party or a Holder of the Uncertificated VRR Interest.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”) on
the Certificate Administrator’s Website.


 


In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates or the
related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially similar to this, except
from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if applicable)), and such Information
will not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part, unless required to do so by law.


 


 



    M-1E-2


     

     


The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


 


5.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage
Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property (which shall include any
Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related
to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination,
Collateral Deficiency Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered
by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)
a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), whether on the Certificate Administrator’s Website or otherwise, the undersigned hereby
agrees that it (i) will not provide any such information to (A) any related Borrower Party, (B) any employees or personnel of the
undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged
Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
limitations described in clause (i) above. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any
such Excluded Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 


6.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or
any of its Representatives.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


 



    M-1E-3


     

     


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 


	 	 	[Risk Retention Consultation Party][Holder of the Uncertificated VRR Interest]


 


 


 


	 	 	By:	 


 


 


	 	 	Name:	 


 


	 	 	Title:	 


 


	 	 	Company:	 


 


	 	 	Phone:	 


  



    M-1E-4


     

     


EXHIBIT M-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
    KeyBank National Association,

        as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee 

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	 	 
	
    Computershare Trust Company, National Association

        as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

        as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	
    Situs Holdings, LLC,

         as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     



 


 



    M-1F-1


     

     


	
     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

     

    email: legal@situsamc.com
	
     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

     

    Attention: Legal Department (BMO 2022-C1)



 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 


 


THIS NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING
CLASS MORTGAGE LOAN” RELATING TO THE BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with Section 4.02(a) of the Pooling and
Servicing Agreement, dated as of February 1, 2022 (the “Agreement”), between BMO Commercial Mortgage Securities LLC,
as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National
Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare
Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, 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 Controlling Class Representative] [a Controlling Class Certificateholder][the 111 River Street Controlling Class
Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary
Controlling Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


 



    M-1F-2


     

     


3.                 
As of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below information to
the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event is in effect with respect
to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.                 
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G to the Pooling and Servicing
Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access
and shall not access any Excluded Information related to the Excluded Controlling Class Mortgage Loans and made available on the Certificate
Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i) is no longer an Excluded Controlling Class
Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the termination of the related Excluded
Controlling Class Holder status and (iii) has submitted a new Investor Certification in accordance with Section 4.02(a) of the
Agreement.


 


5.                 
The undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and the Trust
Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising out
of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf
of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


6.                 
The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


7.                 
Except with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the related Certificates, from
its accountants and attorneys, and otherwise from such governmental or banking authorities or


 


 



    M-1F-3


     

     


agencies to which the undersigned is subject), and such Information will
not, without the prior written consent of the Trustee, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part, unless required to do so by law. The undersigned will not use or disclose the Information in any manner which could result in a
violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange
Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


8.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded
Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned,
(D) any Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (E)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii)
will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


9.                 
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.


 


Capitalized terms used but not defined herein have the
respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has made the representations
above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the
day and year written above.


 


	 	 	[Controlling Class Representative] [a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class Certificateholder]


 


 


	 	By:  	 
	 	 	Name:
	 	 	Title:  
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 



    M-1F-4


     

     


EXHIBIT M-1G


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER
TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
    Via: Email

    Computershare Trust Company, National Association 

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1 

    With a copy to: trustadministrationgroup@wellsfargo.com 
	 


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 


In accordance with Section 4.02(a) of the Pooling and
Servicing Agreement, dated as of February 1, 2022 (the “Agreement”), between BMO Commercial Mortgage Securities LLC,
as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National
Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare
Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect
to the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling Class
Holder”) hereby directs you as follows:


 


1.                 
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the 111 River Street Controlling Class
Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary
Controlling Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 


 


 



    M-1G-1


     

     


	 	 	 


 


3.                 
The following CTSLink User IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BMO 2022-C1 Mortgage Trust securitization should be revoked as to such users:


 


_________________________________________


 


_________________________________________


 


_________________________________________


 


_________________________________________


 


4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such Excluded
Controlling Class Mortgage Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such Excluded Controlling Class Mortgage Loan(s), (ii) has delivered notice of the termination of the related
Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit M-1B to the Pooling
and Servicing Agreement.


 


Capitalized terms used but not defined herein have the
respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has made the representations
above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized signatory, as of the
day and year written above.


 


	 	 	[Controlling Class Representative][a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a 111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class Certificateholder]


 


	 	By:  	 
	 	 	Name:
	 	 	Title:  
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 


Dated: _______


 


cc: BMO Commercial Mortgage Securities LLC


 


 



    M-1G-2


     

     


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


Computershare Trust Company, National
Association, 


Certificate Administrator


 


	 	 
	Name:	 
	Title:	 


 









 



    M-1G-3


     

     


 


EXHIBIT M-1H


Form
of Certification of the Controlling Class Representative, the 111 River Street Controlling Class Representative and the 360 Rosemary Controlling
Class Representative


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	
    Computershare Trust Company, National Association

    as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	 	 
	
    Situs Holdings, LLC,

         as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

     
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

     



 


 



    M-1H-1 


     


     


	
    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

     

    email: legal@situsamc.com
	
    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)



	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1


In accordance with Section
6.09(d) of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”), between BMO Commercial
Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings,
LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


1.       The
undersigned has been appointed to act as the [Controlling Class Representative][111 River Street Controlling Class Representative][360
Rosemary Controlling Class Representative].


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which party
is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the Pooling and
Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight courier, (b) mailed
by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator is specified in the notice
provisions of the Pooling and Servicing Agreement, by electronic mail.


5.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


[INSERT ADDRESS]


 



    M-1H-2 


     


    6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	 
	 	[The Controlling Class Representative][The 111 River Street Controlling Class Representative][The 360 Rosemary Controlling Class Representative]
	 	 	 
	 	By:	 
	 	 	Title: 
	 	 	Company:
	 	 	Phone:


 



    M-1H-3 


     


    EXHIBIT M-1I


Form
of Certification of A Risk Retention Consultation Party


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Wilmington Trust, National Association,

    as Trustee

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com

	
    Computershare Trust Company, National Association

         as Certificate Administrator

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    With a copy to: trustadministrationgroup@wellsfargo.com
	
    Park Bridge Lender Services LLC

         as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	 	 
	
    Situs Holdings, LLC,

        as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

     

     



 


 



    M-2A-1 


     


     


	
    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

     

    email: legal@situsamc.com
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

     

    Attention: Legal Department (BMO 2022-C1)

	 	 
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1


In accordance with Section
6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and Servicing Agreement, the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the [VRR1][VRR2] Risk Retention Consultation Party.


2.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


[INSERT ADDRESS OF RISK
RETENTION CONSULTATION PARTY]


3.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier , (b) mailed by registered
mail, postage prepaid or (c) if the electronic mail address of the Certificate Administrator is specific in the notice provisions of the
Pooling and Servicing Agreement, by electronic mail.


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.



    M-2A-2 


     


     


 


	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______________ 



    M-2A-3 


     


    EXHIBIT M-2A


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS OR POOLED VOTING RIGHTS FOR NON-BORROWER PARTY


[Date]


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


	 	Attention:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1


In accordance with the
requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount]
of $[________]][representing a [__]% Percentage Interest in the applicable Class].


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party.


4.        The
undersigned is not an Uncertificated VRR Interest Owner.


5.       The
undersigned is permitted and intends to exercise Voting Rights [or Pooled Voting Rights]1
under the Agreement and certifies that (please check one of the following):


 


 

1 Applicable only
in the case of Certificateholders or Certificate Owners of Pooled Certificates.


 



    M-2A-1 


     


     


	 	___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled Voting Rights]2 based on the definition of “Certificateholder” in the Agreement by reason of acting in such capacity.


	 	___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled Voting Rights]2 based on the definition of “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.


	 	___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing.


6.            The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 


 


	 	  [Certificateholder] [Certificate Owner]
	 	 	 
	 	  By:	 


 


 


	 	Name:	 


 


 


	 	Title:	 


 


 


	 	Company:	 


 


 


 

2 Applicable only
in the case of Certificateholders or Certificate Owners of Pooled Certificates.



    M-2A-2 


     


     


	 	Phone:	 


 



    M-2A-3 


     


     


 


EXHIBIT M-2B


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS OR POOLED VOTING RIGHTS FOR BORROWER PARTY


[Date]


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


	 	Attention:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1


In accordance with the
requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional amount]
of $[________]][representing a [__]% Percentage Interest in the applicable Class].


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is a Borrower Party.


4.       Check
one of the following:


☐       The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the 111 River Street Controlling Class
Representative, a 111 River Street Controlling Class Certificateholder, the 360 Rosemary Controlling Class Representative or a 360 Rosemary
Controlling Class Certificateholder.


☐       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the 111 River Street Controlling Class Representative][a
111 River Street Controlling Class Certificateholder][the 360 Rosemary Controlling Class Representative][a 360 Rosemary Controlling Class
Certificateholder]. The undersigned is


 



    M-2B-1 


     


    an Excluded Controlling
Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)] (“Excluded Controlling Class Mortgage
Loans”):


	Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 


5.              The
undersigned is not an Uncertificated VRR Interest Owner.


6.             The
undersigned is permitted and intends to exercise Voting Rights [or Pooled Voting Rights]*
under the Agreement and certifies that (please check all that apply):


	 	___	Such exercise of Voting Rights [or Pooled Voting Rights]* does not involve giving any consent, approval or waiver or taking any other action with respect to any Mortgage Loan as to which the undersigned is a Borrower Party.


	 	___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing.


	 	___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled Voting Rights]* based on the definition of “Certificateholder” in the Agreement by reason of acting in such capacity.


	 	___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled Voting Rights]* based on the definition of “Certificateholder” in the Agreement by reason of its Affiliate acting in such capacity.


	 	7.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate


 


 


 

* Applicable only in the case of Certificateholders or Certificate Owners of Pooled Certificates.


 



    M-2B-2 


     


     


	 	 	Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


8.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 


 


	 	 	 
	 	  [Certificateholder] [Certificate Owner]
	 	 	 
	 	  By:	 


 


 


	 	Name:	 


 


 


	 	Title:	 


 


 


	 	Company:	 


 


 


	 	Phone:	 


 



    M-2B-3 


     


    EXHIBIT M-3


FORM OF ONLINE VENDOR CERTIFICATION


This Certification has
been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Vendor Provider not listed herein and would like access to the information, please contact [the Certificate Administrator’s
customer service desk at [1-888-855-9695]]


In connection with the
BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com,
Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT, Thompson Reuters Corporation, Intercontinental Exchange | ICE Data Services
and KBRA Analytics, LLC or a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental
notices on https://sf.CTSLink.com (“CTSLink”) by request of the Depositor.


2.       The
undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains
true and correct.


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees
that it will not disseminate or otherwise make such information available to any other person without the written consent of the Depositor,
and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information Provider’s
Website shall also be applicable to information obtained from CTSLink.


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of February 1, 2022, between BMO Commercial Mortgage Securities LLC, as depositor (the “Depositor”), KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National
Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 



    M-3-1


     

    BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


 


	 	 	 
	 	  [                        ]
	 	 	 
	 	  By:	 


 


 


	 	Name:	 


 


 


	 	Title:	 


 


 


	 	Company:	 


 


 


	 	Phone:	 


  



    M-3-2


     

    EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


	
    KeyBank National Association,

         as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

	 	 
	
    Wilmington Trust, National Association,

    as Trustee

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Email: cmbstrustee@wilmingtontrust.com
	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	 	 
	
    Situs Holdings, LLC,

    as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

     
	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)



 


 



    M-4-1 


     


     


email: legal@situsamc.com


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1


Ladies and Gentlemen:


In connection with the BMO
2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”),
we acknowledge that we will be furnished by [KeyBank National Association, as Master Servicer and as a Special Servicer][,][and] [Situs
Holdings, LLC, as a Special Servicer][,][and] [CWCapital Asset Management LLC, as a Special Servicer] (and may have been previously furnished)
with certain information (the “Information”). For the
purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such Person’s
directors, officers, employees, and agents; and “Person”
refers to any individual, group or entity.


In connection with and in
consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information
solely for purposes of making investment decisions and/or exercising the rights of the applicable [Directing Holder][Consulting Party]
with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED LOAN COMBINATION] Loan Combination]
and will not disclose such Information to any Person other than (i) our Representatives, (ii) our auditors and regulators and
(iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] held by the
undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection with purchasing
the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such Persons confirm in writing such contemplation
of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants and attorneys,
and (v) such governmental or banking authorities or agencies to which the undersigned is subject; and such Information will not,
without the prior written consent of the Master Servicer or the Special Servicer, as applicable, and the Trustee, be otherwise disclosed
by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required to do so by law.


The undersigned shall be
fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


This Agreement shall not
apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a
disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality
to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.



    M-4-2 


     


     


Capitalized terms used but
not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of February 1, 2022,
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee.


This Agreement, when signed
by us, will constitute our agreement with respect to the subject matter contained herein.


 


 


	 	 	 
	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]
	 	 	 
	 	By:	 


 


 


	 	Name:	 


 


	 	Title:	 


 


 


	 	Company:	 


 


 


	 	Phone:	 


 


	 	cc:	BMO Commercial Mortgage Securities LLC

[Trustee]



    M-4-3 


     


    EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


Computershare Trust Company, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining certain
information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2022-C1 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned, a nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section 3(a)(62)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(a)           has
provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


(b)           is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the
Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except to the extent such information has been made available to the general public), and such Information will not, without the prior
written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents, or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


 



    M-5-1 


     


    2.             The
undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that
the representations herein contained remain true and correct.


 


Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized
signatory, as of the day and year first written above.


 


 


	 	 	 
	 	Very truly yours,
	 	 
	 	[NRSRO Name]
	 	 	 
	 	By:	 


 


 


	 	Name:	 


 


	 	Title:	 


 


 


 


 


	 	Phone:	 


 


	 	Email:	 


 


Dated:



    M-5-2 


     


     


 


EXHIBIT N


 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser] 


[The related Serviced Companion Loan Holder (upon request, in the case
of a Serviced Loan Combination)]




 


	 	Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1


 


Ladies and Gentlemen:


 


In accordance with the provisions of Section 2.02(b)
of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan and Trust Subordinate
Companion Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses
(1), (2), (3) and (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6)
(provided that the undersigned has been notified of any related modification), (7), (15) and (20) (for each Mortgage
Loan that is part of a Loan Combination and each Trust Subordinate Companion Loan) of the definition of “Mortgage File” are
in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been
completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all documents received by the
undersigned with respect to such Mortgage Loan or Trust Subordinate Companion Loan have been reviewed by the undersigned and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan or Trust Subordinate Companion Loan;
and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement
and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of
the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


The undersigned makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of the Mortgage
Loans and Trust Subordinate Companion Loans identified in the


 


 



    N-1


     


     


Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or Trust Subordinate Companion Loan.


 


The scope of the Custodian’s review of the Mortgage
Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular on their face and
to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement. The Custodian’s
review of the Mortgage Files and any certification with respect thereto is not intended to and shall not be deemed to constitute “due
diligence services” or a “third party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively,
under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree
that it shall not share such certification with any rating agency or any party not addressed on such certification.


 


Capitalized words and phrases used herein and not otherwise
defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject
in all respects to the terms of the Pooling and Servicing Agreement.


 


 


	 	Computershare Trust Company, National Association, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  



    N-2


     


     


SCHEDULE OF EXCEPTIONS


 


[            ]


 



    N-3


     


     


EXHIBIT O


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The assessment of compliance to
be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”
applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not
requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or
its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit O, other than with respect
to Item 1122(d)(2)(iii), references to Master Servicer and Special Servicer below shall include any Sub-Servicer engaged by the Master
Servicer or Special Servicer, as applicable.


 


	 	applicable Servicing Criteria 	applicable

party
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
    Master Servicer

    Special Servicer 

    Certificate Administrator 

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
    Master Servicer

    Special Servicer 

    Certificate Administrator 

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer

Custodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	
    Master Servicer 

    Special Servicer 

    Certificate Administrator 

	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
    Master Servicer

    Special Servicer 

    Certificate Administrator 

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator 
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	
    Master Servicer 

    Special Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar year) 

	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master Servicer

Special Servicer

Certificate Administrator


 


 



    O-1


     


     


	 	applicable Servicing Criteria 	applicable

party
	Reference	Criteria	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Master Servicer

Special Servicer

Certificate Administrator
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master Servicer

Special Servicer

Custodian
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer


 


 



    O-2


     


     


	 	applicable Servicing Criteria 	applicable

party
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 



    O-3


     


     


EXHIBIT P



[Reserved]


 



    P-1


     


     


EXHIBIT Q


 


RETAINED DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE
LOANS


 


	Loan Number	Mortgage Loan / Property Name	Mortgage Loan Seller
	12	Northwest Capital Portfolio	SMC
	14	Tangent Industrial Park	BMO
	18	VanWest Storage Portfolio	KeyBank
	21	Fleet Farm – Stevens Point	KeyBank
	23	Wagschal Multifamily Portfolio	SMC
	26	Peoria Center at Arrowhead	SMC
	30	Home2 Suites Temple	SMC
	32	Feather River Shopping Center	BMO
	35	Towneplace Suites El Paso	SMC
	39	The Shops at Trinity Park	BMO
	40	SAPA Transmission	KeyBank
	44	West Allen Plaza	SMC
	45	Schlegel Portfolio	KeyBank
	49	Plantation Canal	SMC
	50	Flynn Avenue Self Storage	KeyBank
	52	NSC Traverse Silver Lake Storage	SMC
	53	NSC Grand River Lyon Storage	SMC
	54	Middletown Retail Plaza	KeyBank
	59	Richmond Mixed-Use Portfolio	KeyBank
	60	Everett Building	SMC
	65	111 Main Street	SMC
	71	1429 Bushwick Avenue	SMC
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



    Q-1


     


     


EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: This report will be delivered annually no later than
120 days of the end of the prior calendar year, pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as
of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor,
KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust
Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee


 


Transaction: BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1


 


Operating Advisor: Park Bridge Lender Services LLC


 


Special Servicer as of December 31: [CWCapital Asset Management
LLC (other than the 360 Rosemary Loan Combination, 111 River Street Loan Combination [and [LIST ANY Excluded Special Servicer Mortgage
Loan])]

[Situs Holdings, LLC (with respect to the 360 Rosemary Loan Combination)] [KeyBank National Association (with respect to the 111 River
Street Loan Combination)]


 


Directing Holder: [            
]


 


	 	I.	Population of Mortgage Loans that Were Considered in Compiling this Report


 


	 	1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)  [●]
of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.


 


(b)  Asset Status
Reports were issued with respect to [●] of such Specially Serviced Loans. Final Asset Status Reports were issued with respect to
[●] of such Specially Serviced Loans. The Asset Status Reports may not yet be fully implemented.


 


	 	2.	An Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist during any portion] of the prior calendar year [INSERT YEAR].


 


 


 

 


1
      This report is an indicative report and does not reflect the final form of annual report to be used
in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular
report, subject to compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating
to Privileged Information.


 


 



    R-1


     


     


	 	3.	[●] Serviced Loans were the subject of a Major Decision as to which the Operating Advisor has consultation rights pursuant to the Pooling and Servicing Agreement.


 


	 	II.	Executive Summary


 


Based on the requirements and
qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements set forth in the Pooling and Servicing Agreement) has undertaken a review of
the Special Servicer’s actions and decisions in respect of (A) Specially Serviced Loans and (B) solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights following the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, Performing Serviced Loans, in each case in light of (1) the Servicing Standard and (2) the requirements
of the Pooling and Servicing Agreement. Based solely on such review and subject to the assumptions, limitations and qualifications set
forth herein, the Operating Advisor [believes/ does not believe], in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under the Pooling
and Servicing Agreement during the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith,
that the Special Servicer has failed to materially comply with the Servicing Standard or the Special Servicer’s obligations under
the Pooling and Servicing Agreement as a result of the following material deviations.]


 


	 	●	[LIST OF ANY MATERIAL DEVIATIONS FROM (1) THE SERVICING STANDARD AND/OR (2) THE SPECIAL SERVICER’S OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT]


 


In addition, the Operating Advisor
notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF REPLACEMENT
OF SPECIAL SERVICER, IF APPLICABLE]


 


	 	III.	Specific Items of Review


 


In rendering our assessment herein,
we examined and (with the exception of the items listed in paragraph no. 7 below) relied upon the accuracy and completeness of the items
listed below:


 


	 	1.	Information available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans [AFTER A CONTROL TERMINATION EVENT (IN THE CASE OF ALL SERVICED LOANS OTHER THAN THE 360 ROSEMARY LOAN COMBINATION) OR A 360 ROSEMARY OPERATING ADVISOR CONSULTATION TRIGGER EVENT (IN THE CASE OF THE 360 ROSEMARY LOAN COMBINATION): and Major Decisions on Serviced Loans].


 


	 	2.	Each Final Asset Status Report [AFTER A CONTROL TERMINATION EVENT (IN THE CASE OF ALL SERVICED LOANS OTHER THAN THE 360 ROSEMARY LOAN COMBINATION) OR A 360 ROSEMARY OPERATING ADVISOR CONSULTATION


 


 



    R-2


     


     


 


	 	 	TRIGGER EVENT (IN THE CASE OF THE 360 ROSEMARY LOAN COMBINATION): and each other Asset Status Report], in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement. The Operating Advisor reviewed Final Asset Status Reports with respect to the following Serviced Loans: [LIST]. The Operating Advisor reviewed Asset Status Reports with respect to the following Serviced Loans: [LIST].


 


	 	3.	Each Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement. The Operating Advisor reviewed Major Decision Reporting Packages with respect to the following Serviced Loans: [LIST]


 


	 	4.	[LIST OTHER REVIEWED INFORMATION]


 


	 	5.	[INSERT IF AFTER A CONTROL TERMINATION EVENT (FOR ALL LOANS EXCEPT THE 360 ROSEMARY MORTGAGE LOAN) OR A 360 ROSEMARY OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating Advisor consulted with the Special Servicer regarding Major Decisions related to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.


 


	 	6.	INSERT IF AFTER A CONTROL TERMINATION EVENT (FOR ALL LOANS EXCEPT THE 360 ROSEMARY MORTGAGE LOAN) OR A 360 ROSEMARY OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the Operating Advisor consulted with the Special Servicer regarding Asset Status Reports related to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions and recommended alternative courses of action to the extent it deemed such recommendations appropriate.


 


	 	7.	Appraisal Reduction Amount calculations, Collateral Deficiency Amount calculations and net present value calculations delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.


 


	 	8.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with any (i) Appraisal Reduction Amount, (ii) Collateral Deficiency Amount or (ii) net present value calculations used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special Servicer.


 


	 	(a)	The Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.


 


	 	(b)	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of


 


 



    R-3


     


     


 


	 	 	the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


	 	9.	The Special Servicer’s annual compliance statement, assessment of compliance report and attestation report by a third party regarding the Special Servicer’s compliance with its obligations delivered or made available to the Operating Advisor pursuant to the Pooling and Servicing Agreement.


 


	 	10.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


	 	111.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].


 


NOTE: The Operating Advisor’s review of the
above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal conclusion.
For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
review underlying lease agreements or similar underlying documents (other than documents that the Operating Advisor is required to review
pursuant to Section 3.29 of the Pooling and Servicing Agreement), visit any related property, visit the Special Servicer, visit the Directing
Holder or interact with any borrower. In addition, our review of the net present value calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary
portions of such formulas.


 


IV.           Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


	 	1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial.


 


	 	2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.


 


	 	3.	Other than receipt of any Major Decision Reporting Package and any Asset Status Report that is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the applicable Directing Holder or borrower directly. As such, the Operating Advisor relied upon the information made available to it pursuant to the Pooling and Servicing


 


 



    R-4


     


     


	 	 	Agreement or delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.


 


	 	4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct the actions of the Special Servicer.


 


	 	5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


	 	6.	The Operating Advisor is not empowered to directly communicate with any investors pursuant to the Pooling and Servicing Agreement. If the investors have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s Website.


 


	 	7.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.


 


 


	[                 ]	 
	 	 	 
	By: 	 	 
	Name:	 
	Title:	 


 



    R-5


     


     


EXHIBIT S


 


SUBSERVICING AGREEMENTS


 


	Mortgage Loan/Property Name	Sub-Servicer Name
	West Allen Plaza	Bernard Financial Corporation
	Midway Market Square	SCP Servicing, LLC
	Riverside Commons	SCP Servicing, LLC
	Alto Serramonte Shopping Center	SCP Servicing, LLC
	40-91 Fox Hill Drive Apartments	SCP Servicing, LLC
	Main Street	SCP Servicing, LLC
	Corrington Industrial	SCP Servicing, LLC
	Triskett Road Self Storage	SCP Servicing, LLC
	1214 West Carmen	SCP Servicing, LLC
	Schleider Apartment Portfolio	SCP Servicing, LLC
	1642-1646 West Belmont Avenue	SCP Servicing, LLC
	Grand Logan Lodge Apartments	SCP Servicing, LLC
	Inland Boat & Self Storage	SCP Servicing, LLC
	880 N Milwaukee Ave Apartments	SCP Servicing, LLC
	The Wash Apartments	SCP Servicing, LLC
	37-43 8th Avenue	SCP Servicing, LLC
	Ganser Way Office	SCP Servicing, LLC
	Bloomfield Apartments	SCP Servicing, LLC
	Upper Westside Apartments	SCP Servicing, LLC
	2641 - 2643 West Estses Avenue Apartments	SCP Servicing, LLC
	Marshall Place Apartments	SCP Servicing, LLC
	Longfield Estates MHC	SCP Servicing, LLC
	Duskfire Professional Center	SCP Servicing, LLC
	Jacksonville Secure Self Storage	SCP Servicing, LLC
	 	 
	 	 


 



    S-1


     


     


EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wilmington Trust, National Association, as Trustee 


1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee – BMO 2022-C1


 


Computershare Trust Company, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


KeyBank National Association, 


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden and Alan Williams

Email: michael_a_tilden@keybank.com; 


keybank_notices@keybank.com 


Fax: 877-379-1625


 


With a copies to:


 


Polsinelli 


900 West 48th Place, Suite 900 


Kansas City, Missouri 64112 


Attention: Kraig Kohring 


Email: kkohring@polsinelli.com 


fax number (816) 753-1536


 


Situs Holdings, LLC 


2 Embarcadero Center, 8th Floor 


San Francisco, California 94111 


Attention: Stacey Ciarlanti 


email: staceyciarlanti@situsamc.com


 


with a copy to:


 


Situs Group, LLC 


5065 Westheimer, Suite 700E 


Houston, Texas 77056 


Attention: Legal Department 


email: legal@situsamc.com


 


 



    T-1


     


     


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1


  


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 6.08(b)[(i)][(ii)] of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer,
CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee, on behalf of the holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1 (the “Certificates”) and the Uncertificated VRR Interest Owners regarding the replacement
of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms
in the Pooling and Servicing Agreement.


 


Based upon our review of the operational
practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR
ALL SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED TRUST LOAN OR GROUP OF SERVICED TRUST LOANS FOR WHICH IT SO ACTS]], conducted pursuant
to and in accordance with the Pooling and Servicing Agreement, it is our determination, in our sole discretion exercised in good faith,
that (1) [________], in its current capacity as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL
SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED TRUST LOAN OR GROUP OF SERVICED TRUST LOANS FOR WHICH IT SO ACTS]], has failed to comply
with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the [Pooled Certificateholders
and the Uncertificated Interest Owners]25
[related Loan-Specific Certificateholders]26
[and the 111RR Interest Owner] 27 (as a collective
whole). The following factors support our determination: [________].


 


Based upon such determination, we
further hereby recommend that [_______] be removed as Special Servicer [with respect to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER
FOR ALL SERVIED LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR WHICH IT SO ACTS]] and that [________] be appointed
its successor in such capacity.


 


 


 

 


25
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(i)


 


26
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(ii)


 


27
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(ii) and with
respect to the 111 River Street Loan Combination


 


 



    T-2


     


     


 


	 	Very truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:


 



    T-3


     


     


EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such
Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling and Servicing Agreement to disclose
to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income,
financial statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) (in each case, after
complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information
(other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party
identified as such in the Prospectus. For this BMO 2022-C1 Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus.


 


	Item on Form 10-D	Party Responsible 
	
    Item 1: Distribution and Pool Performance Information

     

    Any information required by Item 1121 of Regulation
    AB which is NOT included on the Distribution Date Statement

     
	
    Certificate Administrator 

    Depositor 

    Master Servicer (only with respect to Item 1121(a)(12)
    of Regulation AB as to Performing Serviced Loans) 

    Special Servicer (only with respect to Item 1121(a)(12)
    of Regulation AB as to Specially Serviced Loans)

    Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself) 



 


 



    U-1


     


     


	Item on Form 10-D	Party Responsible 
	
    Item 1A: Asset-Level Information 

    disclosure per Items 1111(h) and 1125 of Regulation
    AB 
	Master Servicer1
	
    Item 1B: Asset Representations Reviewer and Investor
    Communication

     
	
    Asset Representations Reviewer (with respect to Item
    1121(d) of Regulation AB)

     

    Certificate Administrator (with respect to Item 1121(e)
    of Regulation AB ) 

	
    Item 2: Legal Proceedings

     

    per Item 1117 of Regulation AB

     
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Item 3: Sale of Securities and Use of Proceeds	Depositor
	Item 4: Defaults Upon Senior Securities	Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders2	
    Certificate Administrator 

    Trustee 

	Item 6: Significant Obligors of Pool Assets	
    Master Servicer (excluding information for which the
    Special Servicer is the “Party Responsible”) 

    Special Servicer (as to Specially Serviced Loans and
    REO Properties) 

	Item 7: Change in Sponsor Interest in the Securities	Each Mortgage Loan Seller as to itself and its affiliates


 


 


 

 


1
For the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any Additional Form
10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement.


 


2
No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.


 


 



    U-2


     


     


	Item on Form 10-D	Party Responsible 
	Item 8: Significant Enhancement Provider Information	Depositor
	
    Item 9: Other Information

     

    (i) Balances of the Distribution Account, the Interest Reserve Account,
    the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, Collection
    Account, any Loan Combination Custodial Account and each REO Account as of the related Distribution Date and the preceding Distribution
    Date; and

     

    (ii) information other than those specified in clause (i) above, but only
    to the extent of any information that meets all the following conditions: (a) such information constitutes “Form 8-K Disclosure”
    pursuant to Exhibit Z, (b) such information is required to be reported as “Form 8-K Disclosure” during the period to which
    the Form 10-D relates, and (c) such information was not previously reported as “Form 8-K Disclosure”. 
	
    Any party responsible for disclosure items on Form
    8-K to the extent of such items

     

    Certificate Administrator (with respect to the balances
    of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve
    Account and the Exchangeable Distribution Account as of the related Distribution Date and the preceding Distribution Date)

     

    Master Servicer (with respect to the balances of the
    Collection Account and any Loan Combination Custodial Account as of the related Distribution Date and the preceding Distribution Date)

     

    Special Servicer (with respect to the balance of each
    REO Account as of the related Distribution Date and the preceding Distribution Date) 

	Item 10: Exhibits	
    Certificate Administrator 

    Depositor



 



    U-3


     


     


EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for
the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other
Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual
knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be provided in connection
with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession) (in each case, after complying
with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other
than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with
respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the Prospectus. For this BMO 2022-C1 Pooling and Servicing Agreement, each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to
assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 10-K	Party Responsible 
	
    Item 1B: Unresolved Staff Comments

     
	Depositor
	Item 9B: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
    Certificate Administrator 

    Depositor 

	
    Additional Item:

     

    Disclosure per Item 1117 of Regulation AB

     
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as


 


 



    V-1


     


     


	Item on Form 10-K	Party Responsible 
	 	to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	
    Additional Item: 

    Disclosure per Item 1119 of Regulation AB

     
	
    (i) All parties to the Pooling and Servicing Agreement
    as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified in the Pooling
    and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with
    Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
    Administrator, the Master 

    Servicer or a sub-servicer described in 1108(a)(3)),
    (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator with respect to such Mortgage Loan Seller’s
    Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or
    with whom such Mortgage Loan Seller contracts, (iii) the Depositor as to the enhancement or support provider 

	
    Additional Item: 

    Disclosure per Item 1112(b) of Regulation AB 
	
    Master Servicer (excluding information for which the
    Special Servicer is the “Party Responsible”) 

    Special Servicer (as to REO Properties) 

	
    Additional Item: 

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation
    AB 
	Depositor


 



    V-2


     


     


 


EXHIBIT W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [ __] AND VIA EMAIL TO THE
E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES IMMEDIATELY BELOW**


 


	
    Computershare Trust Company, National Association,

              as Certificate Administrator  

    9062 Old Annapolis Road 

    Columbia, Maryland 21045

    Attention: Corporate Trust

    Administration Group – BMO 2022-C1 

    With a copy to:

    trustadministrationgroup@wellsfargo.com

     
	 	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell 

    Email: paul.vanderslice@bmo.com,

    Michael.Birajiclian@bmo.com and

    David.Schell@bmo.com

     

	
    BMO Commercial Mortgage Securities LLC 

    c/o BMO Capital Markets Corp. 

    151 West 42nd Street 

    New York, New York 10036

    Attention: Legal Department 

    Email: BMOCMUSLegal@bmo.com
	 	 


 


RE:   **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [  ]
of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC,
Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, the undersigned, as [          ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


 



    W-1-1


     


     


List of any Attachments hereto to be included in
the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                  ], phone
number: [                  ]; email address: [                  
].


 


 


	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    W-1-2


     


     


EXHIBIT W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Computershare Trust Company, National Association,


as Certificate Administrator  


9062 Old Annapolis Road 


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 10.04
of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management LLC,
Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, the undersigned, as [          ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the securitization accounts balance information:


 


	Account Name	
    Beginning Balance as of 

    MM/DD/YYYY
	
    Ending Balance as of 

    MM/DD/YYYY

	Collection Account	 	 
	
    Loan Combination Custodial Account(s) :

    [_____________] Loan Combination

    [_____________] Loan Combination

    [_____________] Loan Combination

    [_____________] Loan Combination

    [_____________] Loan Combination
	 	 
	REO Account(s)	 	 


 


 



    W-2-1


     


     


List of any Attachments hereto to be included in
the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                     
], phone number: [         ]; email address: [                 ].


 


 


	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    W-2-2


     


     


EXHIBIT W-3


 


Form of
Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


Computershare Trust Company, National Association,


as Certificate Administrator  


9062 Old Annapolis Road 


Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BMO 2022-C1


 


Ref: BMO 2022-C1, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Section 10.04(c) of the Pooling and Servicing Agreement


 


	 	Portfolio Name	Mortgage Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	1	BMO 2022-C1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BMO 2022-C1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BMO 2022-C1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 



    W-3-1


     


     


EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I, [identifying the certifying individual],
certify that:


 


	 	1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K, of BMO 2022-C1 Mortgage Trust (the “Exchange Act Periodic Reports”);


 


	 	2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


 


	 	3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;


 


	 	4.	Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations under the servicing agreement(s) in all material respects; and


 


	 	5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


 


In giving the certifications above, I have reasonably
relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating
Advisor][Outside Servicer][Outside Special Servicer]


 


Date:   _________________________


 


 


 

 


[Signature]

[Title]


 



    X-1


     


     


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee.                                            


 


I, [identifying the certifying individual],
a [title] of [CERTIFICATE ADMINISTRATOR], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.         
I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required to be filed
in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.         
Based on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.         
Based on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator
pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and


 


4.         
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance
with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 


 



    Y-1-1


     


     


In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 


	Date:	 


 


[                           ]


 


	By:	 
	 	[Name]


 



    Y-1-2


     


     


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee                                                     


 


I, [identify the certifying individual],
a [title] of [MASTER SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other
Pooling and Servicing Agreement relating to the securities issued by the applicable Other Pooling and Servicing Agreement relating to
the securities issued by the applicable Other Securitization Trust (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


 


	 	(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports covering the fiscal year 20__ required to be delivered by the Master Servicer to the Certificate Administrator and each applicable Other Exchange Act Reporting Party in accordance with the Pooling and Servicing Agreement;


 


	 	(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these servicing reports;


 


	 	(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator and each applicable Other Exchange Act Reporting Party by the Master


 


 



    Y-2-1


     


     


 


	 	 	Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer to the Certificate Administrator and each applicable Other Exchange Act Reporting Party;


 


	 	(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


	 	(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


Further, notwithstanding the foregoing
certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that is in turn dependent
upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the Master Servicer entered into
in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer of its obligations pursuant to any
such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such sub-servicer to the Master
Servicer with respect to the information that is subject of such certification.


 


 


	Date:	 


  


[                              ]


 


 


	By:	 
	[Name]


  



    Y-2-2


     


     


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as a special servicer [(in such capacity, the “Special Servicer”)], KeyBank National Association, as a special servicer [(in such capacity, the “Special Servicer”)], Situs Holdings, LLC, as a special servicer [(in such capacity, the “Special Servicer”)], Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee                                      


 


I, [identify the certifying individual],
a [title] of [SPECIAL SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification
required by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other
Pooling and Servicing Agreement relating to the securities issued by the applicable Other Securitization Trust (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the servicing information in the servicing reports or information covering the fiscal year 20__ delivered by the
Special Servicer to the Master Servicer under the Pooling and Servicing Agreement, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by these servicing reports;


 


1.     
Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing reports
delivered by the Special Servicer to the Master Servicer;


 


2.     
I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement
required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such
compliance statement delivered by the Special


 



    Y-3-1


     


     


Servicer under Section 10.08 of the Pooling and Servicing
Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the
year to which such review applies; and


 


3.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section
10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


 


 


	Date:	 


  


[                         ] 


 


 


	By:	 
	[Name]


[Title]


 



    Y-3-2


     


     


EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee                                                                              


 


I, [identify the certifying individual],
a [title] of [OPERATING ADVISOR], certify to BMO Commercial Mortgage Securities LLC and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required by Section 10.06
of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports
delivered by the Operating Advisor to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the
Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for


 



    Y-4-1


     


     


asset-backed securities required to be delivered in
accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.


 


[In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].]


 


 


	Date:	 


  


[                            ]


 


 


	By:	 
	[Name]


[Title]


 



    Y-4-2


     


     


EXHIBIT Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)              


 


I, [identify the certifying individual],
a [title] of [CUSTODIAN], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates and/or the Sarbanes-Oxley Act certification
required by the applicable Other Pooling and Servicing Agreement relating to the securities issued by the applicable Other Securitization
Trust (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement),
that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
and each applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under the Pooling and
Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports
delivered by the Custodian to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the Certificate
Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects in the year to which such review applies; and


 


 



    Y-5-1


     


     


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section
10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 


 


	Date:	 


 


[                               ]


 


 


	By:	 
	[Name]


[Title]


 



    Y-5-2


     


     


EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)                                                                                                         


 


I, [identify the certifying individual],
a [title] of [TRUSTEE], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates and/or the Sarbanes-Oxley Act certification
required by the applicable Other Pooling and Servicing Agreement relating to the securities issued by the applicable Other Securitization
Trust (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement),
that:


 


1.     
Based on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
and each applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by these reports;


 


2.     
Based on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the Pooling and Servicing
Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered
by the Trustee to the Certificate Administrator;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate Administrator
by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
in the year to which such review applies; and


 


 



    Y-6-1


     


     


4.     
The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section
10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].


 


 


	Date:	 


 


 


[                         ]


 


 


	By:	 
	[Name]


 


[Title]


 



    Y-6-2


     


     


EXHIBIT Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)                                                                                        


 


I, [identify the certifying individual],
a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to BMO Commercial Mortgage Securities LLC and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.     
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period
and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Asset
Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”) have been submitted
by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable,
for inclusion in the Reports;


 


2.     
Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.     
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer
under the Pooling and Servicing Agreement and based upon my knowledge the Asset Representations Reviewer has, except as


 



    Y-7-1


     


     


described in any information provided to the Certificate
Administrator by the Asset Representations Reviewer covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


[In giving the certifications above,
I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction parties].]


 


 


	Date:	 


 


[                          ]


 


 


	By:	 
	[Name]


 


[Title]


 



    Y-7-2


     


     


EXHIBIT Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


	 	Re:	BMO 2022-C1 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) 



and



Sub-servicing agreement, dated as of [______], 20__ (the “Sub-Servicing Agreement”) between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),                                                                


 


I, [identify the certifying individual],
a [title] of [SUB-SERVICER], certify to BMO Commercial Mortgage Securities LLC, each Other Depositor and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates and/or the certification required by the applicable Other Pooling
and Servicing Agreement relating to the securities issued by the applicable Other Securitization Trust (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


	 	(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports submitted by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator and/or each applicable Other Exchange Act Reporting Party pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect to the Trust covering the fiscal year 20__ ;


 


	 	(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Sub-Servicer), the servicing information in the Sub-Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements


 


 



    Y-8-1


     


     


 


	 	 	made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Sub-Servicer Reports;


 


	 	(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by the Sub-Servicer), the servicing information required to be provided in the Sub-Servicer Reports to the Master Servicer, the Certificate Administrator and/or each applicable Other Exchange Act Reporting Party by the Sub-Servicer under the Sub-Servicing Agreement is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer, the Certificate Administrator and/or each applicable Other Exchange Act Reporting Party;


 


	 	(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer, and except as disclosed in such compliance statement delivered by the Sub-Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects in the year to which such review applies; and


 


	 	(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


 


	Date:	 


  


[                              ]


 


 


	By:	 
	[Name]


  



    Y-8-2


     


     


EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party
that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling and Servicing
Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to
which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge (after
complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information
(other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party
identified as such in the Prospectus. For this BMO 2022-C1 Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	
    Master Servicer, Special Servicer and the Trustee (in
    the case of the Master Servicer, Special Servicer, and the Trustee, only as to agreements it is a party to or entered into on behalf of
    the Trust)

    Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
    is a party)

    Depositor

	Item 1.02- Termination of a Material Definitive Agreement	
    Master Servicer, Special Servicer and the Trustee (in
    the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf of
    the Trust)

    Certificate Administrator (other than as to agreements
    to which the Depositor (and no other party to the Pooling and Servicing



 


 



    Z-1


     


     


	Item on Form 8-K	Party Responsible 
	 	
    Agreement) is a party)

    Depositor

	Item 1.03- Bankruptcy or Receivership	Depositor

Each Mortgage Loan Seller as to itself

Each other party to the Pooling and Servicing Agreement (as to itself)
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Depositor

Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item 5.07:  Submission of Matters to a Vote of Security Holders	
    Certificate Administrator 

    Trustee 

	Item 6.01- ABS Informational and Computational Material	Depositor
	Item 6.02- Change of Master Servicer, Special Servicer or Trustee	
    Master Servicer (as to itself or a servicer retained
    by it) 

    Special Servicer (as to itself or a servicer retained
    by it) 

    Trustee

    Certificate Administrator (as to itself or a servicer retained by it)

    Depositor 

	Item 6.03- Change in Credit Enhancement or Other External Support	Depositor

Certificate Administrator
	Item 6.04- Failure to Make a Required Distribution	Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure	Depositor
	Item 7.01- Regulation FD Disclosure	Depositor
	Item 8.01 – Other Events	Depositor
	Item 9.01 – Financial Statements and Exhibits	Depositor


 



    Z-2


     


     


EXHIBIT AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


KeyBank National Association, 


11501
Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Email: michael_a_tilden@keybank.com; 


Fax: 877-379-1625 


 


 

 


SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust,
National Association, a national banking association, incorporated and existing under the laws of the United States, having its usual
place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) for BMO 2022-C1
Mortgage Trust pursuant to that Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”) between
BMO Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC,
Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as operating advisor
and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Wilmington Trust,
National Association, as trustee, relating to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1,
hereby constitutes and appoints KeyBank National Association (the “Servicer”), by and through the Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“Properties”)
administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with respect
to the Mortgage Loans and Properties; provided however, that the documents described below may only be executed and delivered by such
Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined
herein have the meanings set forth in the Agreement.


 


	 	1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


	 	2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage


 


 



    AA-1-1


     


     


 


	 	 	or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


	 	3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution of requests to trustees to accomplish same.


 


	 	4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.


 


	 	5.	The completion of loan assumption agreements and transfers of interest in borrower entities.


 


	 	6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.


 


	 	7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of the mortgage loan secured and evidenced thereby.


 


	 	8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


	 	9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


 



    AA-1-2


     


     


	 	a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;


 


	 	b.	the preparation and issuance of statements of breach or non-performance;


 


	 	c.	the preparation and filing of notices of default and/or notices of sale;


 


	 	d.	the cancellation/rescission of notices of default and/or notices of sale;


 


	 	e.	the taking of deed in lieu of foreclosure;


 


	 	f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;


 


	 	g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;


 


	 	h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;


 


	 	i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and


 


	 	j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.


 


	 	10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:


 


	 	a.	listing agreements;


 


	 	b.	purchase and sale agreements;


 


	 	c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;


 


	 	d.	escrow instructions; and


 


	 	e.	any and all documents necessary to effect the transfer of property.


 


	 	11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of personal property.


 


	 	12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity as Trustee, in litigation and


 


 



    AA-1-3


     


     


 


	 	 	to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


	 	13.	The execution and delivery of the following:


 


	 	a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


	 	b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;


 


	 	c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, managing agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents; and


 


	 	d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s duties and responsibilities under the Agreement.


 


The undersigned gives said Attorney-in-Fact full power
and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect
the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA].


 


 



    AA-1-4


     


     


This appointment is to be construed and interpreted
as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give
rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Servicer has the power
to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority given to it by Wilmington
Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by
executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Servicer’s
attorneys-in-fact shall have no greater authority than that held by the Servicer.


 


Nothing contained herein shall: (i) limit in
any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded
the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Servicer receives
any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Servicer shall promptly forward
a copy of same to the Trustee.


 


This limited power of attorney is not intended to
extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, deeds
of trust or Mortgage Notes not authorized by the Agreement.


 


The Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of
the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and
shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon
the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall
continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for BMO 2022-C1 Mortgage Trust has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


 



    AA-1-5


     


     


 


	 	Wilmington Trust, National Association,
	 	as Trustee for BMO 2022-C1 Mortgage Trust
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


  


Witness: 


____________________


 


Witness: 


_____________________


 


Prepared by: 


_____________________


Name: 


Title:


 


	 	Address:	Wilmington Trust, National Association


1100 North Market Street 


Wilmington, Delaware 19890


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE OF DELAWARE 


COUNTY OF NEW CASTLE


 


On _____________before me, ____________________________, a Notary Public,
personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.


 


 



    AA-1-6


     


     


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.


(SEAL) 


 


	 	Signature of Notary Public


 



    AA-1-7


     


     


EXHIBIT AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


[KeyBank
National Association, 


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com 


Fax: 877-379-1625]


 


[Situs Holdings, LLC 


2 Embarcadero Center, 8th Floor 


San Francisco, California 94111 


Attention: Stacey Ciarlanti 


email: staceyciarlanti@situsamc.com


 


with a copy to:


 


Situs Group, LLC 


5065 Westheimer, Suite 700E 


Houston, Texas 77056 


Attention: Legal Department 


email: legal@situsamc.com]


 


CWCapital Asset Management LLC 


900 19th Street, NW, 8th Floor 


Washington, D.C. 20006 


Attention: Brian Hanson (BMO 2022-C1) 


email: CWCAMContractNotices@cwcapital.com


 


with a copy to:


 


CWCapital Asset Management LLC 


900 19th Street, NW, 8th Floor 


Washington, D.C. 20006 


Attention: Legal Department (BMO 2022-C1)


 


 


 

SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


 



    AA-2-1


     


     


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust,
National Association, a national banking association, incorporated and existing under the laws of the United States, having its usual
place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) pursuant to that
Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”) between BMO Commercial Mortgage Securities
LLC, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as a special servicer [(in such capacity,
the “Special Servicer”)], KeyBank National Association, solely with respect to the 111 River Street Loan Combination,
as a special servicer [(in such capacity, the “Special Servicer”)], Situs Holdings, LLC, solely with respect to the
360 Rosemary Loan Combination, as a special servicer [(in such capacity, the “Special Servicer”)], Park Bridge Lender
Services LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate
administrator, and Wilmington Trust, National Association, as trustee, relating to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-C1, hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties
(“REO Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing
or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described
in items (1) through (13) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


	 	1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


	 	2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


	 	3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution of requests to trustees to accomplish same.


 


 



    AA-2-2


     


     


	 	4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.


 


	 	5.	The completion of loan assumption agreements and transfers of interest in borrower entities.


 


	 	6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.


 


	 	7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of the mortgage loan secured and evidenced thereby.


 


	 	8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


	 	9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


	 	a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;


 


	 	b.	the preparation and issuance of statements of breach or non-performance;


 


	 	c.	the preparation and filing of notices of default and/or notices of sale;


 


	 	d.	the cancellation/rescission of notices of default and/or notices of sale;


 


	 	e.	the taking of deed in lieu of foreclosure;


 


 



    AA-2-3


     


     


	 	f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;


 


	 	g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;


 


	 	h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;


 


	 	i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and


 


	 	j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.


 


	 	10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:


 


	 	a.	listing agreements;


 


	 	b.	purchase and sale agreements;


 


	 	c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;


 


	 	d.	escrow instructions; and


 


	 	e.	any and all documents necessary to effect the transfer of property.


 


	 	11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of personal property.


 


	 	12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


	 	13.	The execution and delivery of the following:


 


	 	a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


 



    AA-2-4


     


     


	 	b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;


 


	 	c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, managing agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents; and


 


	 	d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities under the Agreement.


 


The undersigned gives said Attorney-in-Fact full power
and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect
the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA].


 


This appointment is to be construed and interpreted
as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give
rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has
the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority
given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


 



    AA-2-5


     


     


Nothing contained herein shall: (i) limit in any manner
any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding
in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer receives any
notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly
forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to
extend the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and
hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or
result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the
Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and
shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon
the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall
continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for BMO 2022-C1 Mortgage Trust has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


 


	 	Wilmington Trust, National Association,
	 	as Trustee for BMO 2022-C1 Mortgage Trust
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Witness: 


____________________


 


Witness:


 


 



    AA-2-6


     


     


_____________________


 


Prepared by: 


_____________________


 


Name: 


Title:


 


	 	Address:	Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


 



    AA-2-7


     


     


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE OF DELAWARE 


COUNTY OF NEW CASTLE


 


On _____________before me, ____________________________, a Notary Public,
personally appeared _____________________, who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed that same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of Delaware
that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal. 


(SEAL) 


 


	 	Signature of Notary Public


 



    AA-2-8


     


     


EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution Date 	 	Balance 	 	Distribution Date 	 	Balance 
	3/15/2022	 	25,170,000.00	 	1/15/2027	 	25,170,000.00
	4/15/2022	 	25,170,000.00	 	2/15/2027	 	25,169,663.53
	5/15/2022	 	25,170,000.00	 	3/15/2027	 	24,708,973.93
	6/15/2022	 	25,170,000.00	 	4/15/2027	 	24,317,631.66
	7/15/2022	 	25,170,000.00	 	5/15/2027	 	23,901,300.19
	8/15/2022	 	25,170,000.00	 	6/15/2027	 	23,507,033.62
	9/15/2022	 	25,170,000.00	 	7/15/2027	 	23,087,861.78
	10/15/2022	 	25,170,000.00	 	8/15/2027	 	22,690,649.71
	11/15/2022	 	25,170,000.00	 	9/15/2027	 	22,291,999.36
	12/15/2022	 	25,170,000.00	 	10/15/2027	 	21,868,569.54
	1/15/2023	 	25,170,000.00	 	11/15/2027	 	21,466,941.89
	2/15/2023	 	25,170,000.00	 	12/15/2027	 	21,040,620.20
	3/15/2023	 	25,170,000.00	 	1/15/2028	 	20,635,993.63
	4/15/2023	 	25,170,000.00	 	2/15/2028	 	20,229,901.50
	5/15/2023	 	25,170,000.00	 	3/15/2028	 	19,776,148.48
	6/15/2023	 	25,170,000.00	 	4/15/2028	 	19,366,941.07
	7/15/2023	 	25,170,000.00	 	5/15/2028	 	18,933,257.12
	8/15/2023	 	25,170,000.00	 	6/15/2028	 	18,520,995.78
	9/15/2023	 	25,170,000.00	 	7/15/2028	 	18,084,345.54
	10/15/2023	 	25,170,000.00	 	8/15/2028	 	17,669,008.12
	11/15/2023	 	25,170,000.00	 	9/15/2028	 	17,252,165.70
	12/15/2023	 	25,170,000.00	 	10/15/2028	 	16,749,740.87
	1/15/2024	 	25,170,000.00	 	11/15/2028	 	16,262,600.70
	2/15/2024	 	25,170,000.00	 	12/15/2028	 	15,746,794.89
	3/15/2024	 	25,170,000.00	 	1/15/2029	 	15,256,052.70
	4/15/2024	 	25,170,000.00	 	2/15/2029	 	14,779,043.70
	5/15/2024	 	25,170,000.00	 	3/15/2029	 	14,222,966.38
	6/15/2024	 	25,170,000.00	 	4/15/2029	 	13,742,235.81
	7/15/2024	 	25,170,000.00	 	5/15/2029	 	13,234,110.59
	8/15/2024	 	25,170,000.00	 	6/15/2029	 	12,749,817.63
	9/15/2024	 	25,170,000.00	 	7/15/2029	 	12,238,232.33
	10/15/2024	 	25,170,000.00	 	8/15/2029	 	11,750,351.30
	11/15/2024	 	25,170,000.00	 	9/15/2029	 	11,260,712.38
	12/15/2024	 	25,170,000.00	 	10/15/2029	 	10,743,934.66
	1/15/2025	 	25,170,000.00	 	11/15/2029	 	10,250,669.13
	2/15/2025	 	25,170,000.00	 	12/15/2029	 	9,730,156.98
	3/15/2025	 	25,170,000.00	 	1/15/2030	 	9,296,028.24
	4/15/2025	 	25,170,000.00	 	2/15/2030	 	8,860,370.79
	5/15/2025	 	25,170,000.00	 	3/15/2030	 	8,353,373.78
	6/15/2025	 	25,170,000.00	 	4/15/2030	 	7,914,393.92
	7/15/2025	 	25,170,000.00	 	5/15/2030	 	7,450,707.12
	8/15/2025	 	25,170,000.00	 	6/15/2030	 	7,008,547.20
	9/15/2025	 	25,170,000.00	 	7/15/2030	 	6,541,771.93
	10/15/2025	 	25,170,000.00	 	8/15/2030	 	6,096,409.55
	11/15/2025	 	25,170,000.00	 	9/15/2030	 	5,649,478.34
	12/15/2025	 	25,170,000.00	 	10/15/2030	 	5,178,069.21
	1/15/2026	 	25,170,000.00	 	11/15/2030	 	4,727,901.96
	2/15/2026	 	25,170,000.00	 	12/15/2030	 	4,253,349.99
	3/15/2026	 	25,170,000.00	 	1/15/2031	 	3,799,923.92
	4/15/2026	 	25,170,000.00	 	2/15/2031	 	3,344,900.22
	5/15/2026	 	25,170,000.00	 	3/15/2031	 	2,820,348.65
	6/15/2026	 	25,170,000.00	 	4/15/2031	 	2,361,870.69
	7/15/2026	 	25,170,000.00	 	5/15/2031	 	1,879,247.36
	8/15/2026	 	25,170,000.00	 	6/15/2031	 	1,417,452.05
	9/15/2026	 	25,170,000.00	 	7/15/2031	 	931,606.92
	10/15/2026	 	25,170,000.00	 	8/15/2031	 	466,470.90
	11/15/2026	 	25,170,000.00	 	9/15/2031 and thereafter	 	0.00


 



    BB-1


     


     


EXHIBIT CC-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     
	 	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Legal Department

     

    Email: BMOCMUSLegal@bmo.com

     



 


	 	Re:	
    BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
    Certificates,

    Series 2022-C1                                                                  



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing Agreement, dated as of February 1, 2022
(the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National
Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 



    CC-1-1 


     


     


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made
any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts
described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act
of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing
Fee Right pursuant to the Securities Act or any state securities laws.


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    CC-1-2 


     


    EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	
    KeyBank National Association,

    as Master Servicer and a Special Servicer

     

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

     

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Email: kkohring@polsinelli.com

     

    fax number (816) 753-1536

     
	 	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Legal Department

     

    Email: BMOCMUSLegal@bmo.com

     
	 	 
	 	 	 	 


	 	Re:	
    BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through

    Certificates, Series 2022-C1                                                             



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master
Servicer, CWCapital Asset Management LLC, Situs


 


 



    CC-2-1 


     


     


Holdings, LLC and KeyBank National Association, each
as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company,
National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any
manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold
or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the form attached as Exhibit CC-1 to the Pooling and Servicing
Agreement, and (B) each of KeyBank National Association and the Depositor has received a certificate from the prospective transferee substantially
in the form attached as Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any
offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made
any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render
the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would
require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized
or will it authorize any Person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security.


 



    CC-2-2 


     


     


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all
of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic
risks of such investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of
any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the
Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
(collectively, “Representatives”) not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the extent such disclosure is
required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure
by such Person or has become generally available to the public other than as a result of disclosure by such Person; provided, however,
that the Transferee or any of its Representatives may provide all or any part of such information to any other Person who is contemplating
an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x) confirms in writing such prospective acquisition
and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates
pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such
other Person’s auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the
extent provided in the Pooling and Servicing Agreement.


 



    CC-2-3 


     


     


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    CC-2-4 


     


    EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE
OF MORTGAGE LOAN


 


	 	To:	S&P Global Ratings


 


55 Water Street, 41st
Floor


 


New York, New York 10041


 


Attention: Commercial
Mortgage Surveillance Manager


 


Email: cmbs_info_17g5@standardandpoors.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency,
LLC

845 Third Avenue, 4th Floor


 


New York, New York 10022


 


Attention: CMBS Surveillance


 


E-mail: cmbssurveillance@kbra.com




 


DBRS, Inc.

22 West Washington Street

Chicago, Illinois 60602

Attention: CMBS Surveillance

Email: CMBS.surveillance@morningstar.com


 


	 	From:	KeyBank National Association, in its capacity as Master Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, the Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


	 	Date:	____________, 20___ 


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 [Mortgage Loan][Trust Subordinate Companion Loan] (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________ [Include the following, with appropriate modification, if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A] in the amount of $____________, which 


 


 



    DD-1 


     


     


	 	 	Promissory Note [A-[_]][A] is owned by the Trust, and Promissory Note [___] in the amount of $_____________, which Promissory Note [___] is owned by ________________.]


 


Capitalized terms used but not
defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET FORTH BELOW
ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD SPECIFIED IN THE
POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF
OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING
STANDARD.


 


We hereby notify you and confirm
that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions the Master Servicer
has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject Mortgage Loan or the defeasance
transaction:


 


1.                 
The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


 


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


 


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


 


2.                 
The defeasance was consummated on ____________, 20__.


 


3.                 
The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.


 


[Include the following if there is
pari passu or AB debt:


 


4.                 
In accordance with the Loan Documents, the defeasance occurred such that:


 


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


 


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


 


 


 


5.                 
To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior secured
debt, pari passu debt or


 


 



    DD-2 


     


     


subordinate secured debt was either paid off in full
or defeased. Such debt consists of the following: [Describe debt and holder of the debt and if it was paid off or defeased].


 


6.                 
The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct
debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation,
(iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home
Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary Liquidity
Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant, such defeasance collateral
consists of securities that (i) if they include a principal obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not callable prior to their respective maturity dates. In addition, if the defeasance collateral
contains any TLGP securities, then:


 


	 	●	Such securities are eligible under TLGP;


 


	 	●	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction) has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making demand on the FDIC;


 


	 	●	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt of the balloon payment;


 


	 	●	The TLGP securities mature before June 30, 2012; and


 


	 	●	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.


 


7.                 
After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is
the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in
its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect
to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Subject Mortgage
Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that the
organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance Obligor
owns no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or more Mortgage
Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.                 
If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than


 


 



    DD-3 


     


     


$35 Million or more than five percent (5%) of the
aggregate certificate balance of the Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date
Statement received by the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of
the type specified in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.                 
The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria)
that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as defined
in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted Investments
(as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.             
The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents
(the “Scheduled Payments”).


 


11.             
The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Monthly
Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance)
on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise disclosed in the written
report from an independent certified public accountant, [and disclosed below,] the revenues received in any month from the defeasance
collateral will be applied to make Monthly Payments within four (4) months after the date of receipt, (iii) the defeasance collateral
is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance Obligor
in any tax year will not exceed such Defeasance Obligor’s interest expense for the Subject Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date will occur,
when interest income will exceed interest expense.


 


12.             
The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause any Trust
REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor
in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have a perfected,
first priority security interest in the defeasance collateral.


 


13.             
The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide
for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering
the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii) permit
release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Subject Mortgage Loan has


 


 



    DD-4 


     


     


been paid in full, (iv) include representations and/or
covenants of the Mortgagor and/or securities intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of
such representations; and (vi) do not permit waiver of such representations and covenants.


 


14.             
At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage
Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a
Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


15.             
Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items
delivered in connection with the defeasance will be provided to you upon request.


 


16.             
The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN WITNESS WHEREOF, the Master
Servicer has caused this notice to be executed as of the date captioned above.


 


 


 


 


	 	[MASTER SERVICER]


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    DD-5 


     


    EXHIBIT A


 


Exceptions


 



    DD-6 


     


    EXHIBIT B


 


Sample Perfected Security Interest
Representations


 


General:


 


1.                 
[The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities
Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable
as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


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


 


2.                 
All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the
UCC.


 


Creation:


 


1.                 
The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.                 
[Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its
interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.                 
[Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities
Account and Deposit Account] to the [Secured Party] hereunder.


 


2.                 
[Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank
has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition
of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.                 
[Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person
having a security entitlement against the securities intermediary in the [Securities Account].


 


4.                 
To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of
the [Deposit Account].


 



    DD-7 


     


     


 


Priority:


 


1.                 
Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not
authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral covering
the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest granted
to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against [Debtor].


 


2.                 
The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor]
has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply with
entitlement orders or instructions of any person other than the [Secured Party].


 



    DD-8 


     


    EXHIBIT EE


 


[reserved]


 



    EE-1 


     


    EXHIBIT FF-1


 


FORM OF NOTICE REGARDING OUTSIDE 


 


SERVICED MORTGAGE LOAN


 


(Coleman Highline Phase IV)


 


 


[Date]






 


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

     

    10851 Mastin Street. Building 82, Suite 300

     

    Overland Park, Kansas 66210

     
	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

	
    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

     
	
    Wilmington Trust, National Association

     

    1100 North Market Street

     

    Wilmington, Delaware 19890

     

    Attention: CMBS Trustee – BBCMS 2022-C14

     

    Fax number: (302) 636-4140

     

     

    Email: cmbstrustee@wilmingtontrust.com

     

    

    

    

    

     



 


	 	Re:	BBCMS 2022-C14 Mortgage Trust Commercial Mortgage Pass Through 

Certificates, Series 2022-C14                                                                                   


 


 


Ladies and Gentlemen:


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of [__], 2022 (the “BBCMS 2022-C14 PSA”), 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,
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent
and custodian, and Park Bridge Lender Services LLC as operating advisor and asset representations reviewer. Capitalized terms used but
not defined herein shall have the meanings given to them in the BBCMS 2022-C14 PSA.


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs


 


 



    FF-1-1 


     


     


Holdings, LLC and KeyBank National Association, each
as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial and multifamily mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing
Date”), including the following Companion Loans (the “Subject Serviced Companion Loans”):


 


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Coleman Highline Phase IV	Notes A-8 and A-9


 


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


 


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loans. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with
respect to the Subject Serviced Companion Loans under the BBCMS 2022-C14 PSA and the Co-Lender Agreement, respectively. The wire instructions
for KeyBank National Association, as C1 Master Servicer, are as follows:


 


[INSERT WIRE INSTRUCTIONS PROVIDED
BY KEYBANK NATIONAL ASSOCIATION]


 


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

     

    1100 North Market Street

     

    Wilmington, Delaware 19890

     

    Attention: CMBS Trustee – BMO 2022-C1

     

    Fax number: (302) 636-4140

     

    Email: cmbstrustee@wilmingtontrust.com

     

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

     

     

     



 



    FF-1-2 


     


     


 


	 	
    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group –
    BMO 2022-C1

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C1 Master Servicer	
    KeyBank National Association,

     

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

     

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Email: kkohring@polsinelli.com

     

    fax number (816) 753-1536

     

	C1 Special Servicer	
    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Brian Hanson (BMO 2022-C1)

     

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Legal Department (BMO 2022-C1)

     

	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

     

    



 


 



    FF-1-3 


     


     


	 	
    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail

    pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

     

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New
    York, New York 10036

    

    

     



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


 


 


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    FF-1-4 


     


    EXHIBIT FF-2


 


FORM OF NOTICE REGARDING OUTSIDE 


 


SERVICED MORTGAGE LOAN 


(AMF Portfolio)


 


[Date]






 


	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

    Attention: Corporate Trust Services – BBCMS 2021-C12

     

    with a copy to:

     

     

    cts.cmbs.bond.admin@wellsfargo.com

     

    trustadministrationgroup@wellsfargo.com

     
	
    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

     

	
    KeyBank National Association

     

    11501 Outlook Street, Suite 300

     

    Overland Park, Kansas 66211

     

    Attention: Michael A. Tilden and Alan Williams

    Facsimile: (877) 379-1625

     

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

     

    with a copy to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Facsimile: (816) 753-1536

     

    Email: kkohring@polsinelli.com

     
	
    LNR Partners, LLC

     

    1601 Washington Avenue, Suite 700

     

    Miami Beach, Florida 33139

     

    Attention: Heather Bennett and Job Warshaw

     

    with a copy to

     

    Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

     

	
    Computershare Trust Company, National Association

     

    1055 10th Avenue SE

     

    Minneapolis, Minnesota 55414

     

    Attention: Document Custody Group – BBCMS 2021-C12

     

     

     
	
    Computershare Trust Company, National Association

     

    1055 10th Avenue SE

     

    Minneapolis, Minnesota 55414

     

    Attention: Document Custody Group – BBCMS 2021-C12

     

     

     



 



    FF-2-1 


     


    	with a copy to cmbscustody@wellsfargo.com	
    

    with a copy to

    cmbscustody@wellsfargo.com 



 


	 	Re:	BBCMS Mortgage Trust 2021-C12, Commercial Mortgage Pass Through Certificates, Series 2021-C12             


 


Ladies and Gentlemen:


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of November 1, 2021 (the “BBCMS 2021-C12 PSA”), between Barclays Commercial
Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare
Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee and Pentalpha Surveillance
LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings given
to them in the BBCMS 2021-C12 PSA.


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial and multifamily mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing
Date”), including the following Companion Loan (the “Subject Serviced Companion Loan”):


 


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) evidencing Subject 

Serviced Companion Loan
	AMF Portfolio	Notes A-4 and A-5-1


 


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


 


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loan. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holder with
respect to the Subject Serviced Companion Loan under the BBCMS 2021-C12


 


 



    FF-2-2 


     


     


PSA and the Co-Lender Agreement, respectively. The
wire instructions for KeyBank National Association, as C1 Master Servicer, are as follows:


 


[INSERT WIRE INSTRUCTIONS PROVIDED
BY KEYBANK NATIONAL ASSOCIATION]


 


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

     

    1100 North Market Street

     

    Wilmington, Delaware 19890

     

    Attention: CMBS Trustee – BMO 2022-C1

     

    Fax number: (302) 636-4140

     

    Email: cmbstrustee@wilmingtontrust.com

     

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

    Attention: Corporate Trust Administration Group – BMO 2022-C1

     

    Fax number: (212) 816-5527

     

     

    with a copy to: trustadministrationgroup@wellsfargo.com

     

	C1 Master Servicer	
    KeyBank National Association,

     

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

     

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Email: kkohring@polsinelli.com

     

    fax number (816) 753-1536

     



 



    FF-2-3 


     


     


 


	C1 Special Servicer	
    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Brian Hanson (BMO 2022-C1)

     

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Legal Department (BMO 2022-C1)

     

	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

     

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

     

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

     



 


 



    FF-2-4 


     


     


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


 


 


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    FF-2-5 


     


    EXHIBIT FF-3


 


FORM OF NOTICE REGARDING OUTSIDE 


 


SERVICED MORTGAGE LOAN


 


(601 Lexington Avenue)


 


[Date]






 


	
    Wells Fargo Bank, National Association

     

    Commercial Mortgage Servicing

     

    550 S. Tryon Street

     

     

    MAC D1086-23A

     

     

    23rd Floor

     

    Charlotte, North Carolina 28202

     

    Attention: BXP Trust 2021-601L Asset Manager

     

     

    Commercial.servicing@wellsfargo.com

     
	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045-1951

     

    Attention: Corporate Trust Services (CMBS)

     

    BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series
    2021-601L

     

    (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

     

    cts.cmbs.bond.admin@wellsfargo.com)

     

	
     

    Situs Holdings, LLC

     

    2 Embarcadero Center, 8th Floor

     

    San Francisco, California 94111

     

    Attention: Stacey Ciarlanti

     

    E-mail: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

     

    5065 Westheimer, Suite 700E

     

    Houston, Texas 77056

     

    Attention: Legal Department

     

    E-mail: legal@situsamc.com

     
	
    Computershare Trust Company, National Association

     

    600 South 4th Street, 7th Floor

     

    Minneapolis, Minnesota 55415

     

    Attention: Corporate Trust Services (CMBS)

     

    Wells Fargo Commercial Mortgage Trust Series 2021-601L

     



 


	 	Re:	BXP Trust 2021-601L, Commercial Mortgage Pass Through Certificates, Series 

2021-601L                                                                            


 


Ladies and Gentlemen:


 


Reference is hereby made to the
Trust and Servicing Agreement, dated as of December 29, 2021 (the “BXP 2021-601L TSA”), between Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC as special servicer,
and Computershare Trust Company, National Association, as trustee and certificate administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the BXP 2021-601L TSA.


 



    FF-3-1 


     


     


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial and multifamily mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing
Date”), including the following Companion Loans (the “Subject Serviced Companion Loans”):


 


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	601 Lexington Avenue	Note A2-C3-1


 


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


 


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loans. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with
respect to the Subject Serviced Companion Loans under the BXP 2021-601L TSA and the Co-Lender Agreement, respectively. The wire instructions
for KeyBank National Association, as C1 Master Servicer, are as follows:


 


[INSERT WIRE INSTRUCTIONS PROVIDED
BY KEYBANK NATIONAL ASSOCIATION]


 


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loans is as follows:


 



    FF-3-2 


     


     


 


	C1 Trustee:	
    Wilmington Trust, National Association

     

    1100 North Market Street

     

    Wilmington, Delaware 19890

     

    Attention: CMBS Trustee – BMO 2022-C1

     

    Fax number: (302) 636-4140

     

    Email: cmbstrustee@wilmingtontrust.com

     

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

    Attention: Corporate Trust Administration Group – BMO 2022-C1

     

    Fax number: (212) 816-5527

     

     

    with a copy to:

    trustadministrationgroup@wellsfargo.com

     

	C1 Master Servicer	
    KeyBank National Association,

     

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

     

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Email: kkohring@polsinelli.com

     

    fax number (816) 753-1536

     

	C1 Special Servicer	
    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Brian Hanson (BMO 2022-C1)

     

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

     

     



 



    FF-3-3 


     


     


 


	 	Attention: Legal Department (BMO 2022-C1)
	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset

    Representations Reviewer

    600 Third Avenue, 40th Floor

     

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

     

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

     



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


 



    FF-3-4 


     


     


 


 


 


 


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 



    FF-3-5 


     


    EXHIBIT FF-4


 


FORM OF NOTICE REGARDING OUTSIDE 


 


SERVICED MORTGAGE LOAN 


(Hudson Commons)


 


[Date]






 


	
    Computershare Trust Company, N.A.

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

    Attention: Corporate Trust Services – COMM 2022-HC

     

    with a copy to:

     

    Facsimile number: (410) 715-2380

     

    E-mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com

     
	
    Computershare Trust Company, N.A.

     

    1055 10th Avenue SE

     

    Minneapolis, Minnesota 55414

     

    Attention: Document Custody Group COMM 2022-HC

     

    E-mail: cmbscustody@wellsfargo.com

     

	
    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Facsimile: (877) 379-1625

     

    Email: michael_a_tilden@keybank.com;

     

    with
    a copy to:

    

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Facsimile: (816) 753-1536

    Email: kkohring@polsinelli.com

     
	
    CWCapital Asset Management LLC

     

    900 19th Street NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Legal Department (COMM 2022-HC)

     

    with a copy to:

     

    Email:

    CWCAMContractNotices@cwcapital.com

     

	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: COMM 2022-HC-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

     
	 


 



    FF-4-1 


     


     


 


	 	Re:	COMM 2022-HC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-HC                                                                


 


Ladies and Gentlemen:


 


Reference is hereby made to the
Trust and Servicing Agreement, dated as of January 26, 2022 (the “COMM 2022-HC TSA”), between Deutsche Mortgage &
Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Wilmington Trust, National Association, as trustee, Computershare Trust Company, N.A., as certificate administrator, and Park
Bridge Lender Services LLC, as operating advisor. Capitalized terms used but not defined herein shall have the meanings given to them
in the COMM 2022-HC TSA.


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing Date”),
including the following Serviced Pari Passu Companion Loans (the “Subject Serviced Companion Loans”):


 


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Hudson Commons	Notes A-1-2-B and A-1-7


 


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


 


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loans. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Noteholder
with respect to the Subject Serviced Companion Loans under the COMM 2022-HC TSA and the Co-Lender Agreement, respectively, respectively.
The wire instructions for KeyBank National Association, as C1 Master Servicer, are as follows:


 



    FF-4-2 


     


     


 


[INSERT WIRE INSTRUCTIONS PROVIDED
BY KEYBANK NATIONAL ASSOCIATION]


 


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loan is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

     

    1100 North Market Street

     

    Wilmington, Delaware 19890

     

    Attention: CMBS Trustee – BMO 2022-C1

     

    Fax number: (302) 636-4140

     

    Email: cmbstrustee@wilmingtontrust.com

     

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

     

    9062 Old Annapolis Road

     

    Columbia, Maryland 21045

     

    Attention: Corporate Trust Administration Group – BMO 2022-C1

     

    Fax number: (212) 816-5527

     

     

    with a copy to: trustadministrationgroup@wellsfargo.com

     

	C1 Master Servicer	
    KeyBank National Association,

     

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

     

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

     

    900 West 48th Place, Suite 900

     

    Kansas City, Missouri 64112

     

    Attention: Kraig Kohring

     

    Email: kkohring@polsinelli.com

     

    fax number (816) 753-1536

     

	C1 Special Servicer	
    CWCapital Asset Management LLC

     

    900 19th Street, NW, 8th Floor

     

    Washington, D.C. 20006

     

    Attention: Brian Hanson (BMO 2022-C1)

     



 



    FF-4-3 


     


     


 


	 	
    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

     

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

     

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

     

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

     

    c/o BMO Capital Markets Corp.

     

    151 West 42nd Street

     

    New York, New York 10036

     



 


 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 



    FF-4-4 


     


     


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


 


 


 


 


 


 


 


	 	Very truly yours,


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



    FF-4-5 


     


     


 


EXHIBIT FF-5


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Bedrock Portfolio)


[Date]






	
    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
	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust

     

    with a copy to:

     

    Telecopy Number: (410) 715-2380

    E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com,
    except as otherwise set forth herein

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

    10851 Mastin Street

    Building 82, Suite 300

     

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Fax number: 1-888-706-3565

     

    Email: NoticeAdmin@midlandls.com

     

    463  

       

    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
	
    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

     

    with a copy to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com



 


 



    FF-5-1 


     


     


	
    Computershare Trust Company, National Association

    1055 10th Ave SE

    Minneapolis, Minnesota 55414

    Attn: Document Custody Group: Benchmark 2022-B32

     

    with a copy to:

     

    Email: cmbscustody@wellsfargo.com
	
    Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction
    Manager

    With a copy sent via email to: notices@pentalphasurveillance.com
    (with Benchmark 2022-B32 in the subject line)



 


	 	Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32


Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Benchmark 2022-B32 PSA”), between J.P. Morgan
Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, KeyBank National Association, as special servicer, Computershare Trust Company, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Benchmark 2022-B32 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing Date”),
including the following Serviced Pari Passu Companion Loans (the “Subject Serviced Companion Loans”):



    FF-5-2 


     


     


	Name of Mortgage Loan as identified on

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject Serviced 

Companion Loan(s)
	Bedrock Portfolio	Note A-2-1


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


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loans. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholders
with respect to the Subject Serviced Companion Loans under the Benchmark 2022-B32 PSA and the related Co-Lender Agreements, respectively.
The wire instructions for KeyBank National Association, as C1 Master Servicer, are as follows:


[INSERT WIRE INSTRUCTIONS
PROVIDED BY KEYBANK NATIONAL ASSOCIATION]


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loan is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Fax number: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com



 


 



    FF-5-3 


     


     


	C1 Master Servicer	
    KeyBank National Association,

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

	C1 Special Servicer	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	
     

    C1 Operating Advisor and C1 Asset Representations Reviewer:
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

     



 


 



    FF-5-4 


     


     


	 	
    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 



    FF-5-5 


     


    EXHIBIT FF-6


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(IPCC National Storage Portfolio XV)


[TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]


[Date]






	
    [Outside Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

	 	 
	
    [Outside Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

	 	 
	
    [Outside Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

	 	 


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


Ladies and Gentlemen:


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


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as


 



    FF-6-1 


     


     


certificate administrator (in
such capacity, the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such
capacity, the “C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was
established and a pool of commercial mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing Date”),
including the following Serviced Pari Passu Companion Loan (the “Subject Serviced Companion Loan”):


	Name of Mortgage Loan as identified on

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject

Serviced Companion Loan(s)
	IPCC National Storage Portfolio XV	Notes A-2 and A-3


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


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loan. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder
with respect to the Subject Serviced Companion Loan under the Lead Servicing PSA and the [Intercreditor Agreement][Co-Lender Agreement],
respectively. The wire instructions for KeyBank National Association, as C1 Master Servicer, are as follows:


[INSERT WIRE INSTRUCTIONS
PROVIDED BY KEYBANK NATIONAL ASSOCIATION]


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loan is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Fax number: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

     



 


 



    FF-6-2 


     


     


	 	
    Attention: Corporate Trust Administration Group – BMO 2022-C1

    Fax number: (212) 816-5527

     

    with a copy to:

    trustadministrationgroup@wellsfargo.com

	C1 Master Servicer	
    KeyBank National Association,

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

	C1 Special Servicer	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	
     

    C1 Operating Advisor and C1 Asset Representations Reviewer:
	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

     



 


 



    FF-6-3 


     


     


	 	with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com
	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 



    FF-6-4 


     


    EXHIBIT FF-7


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(2 Riverfront Plaza)


[TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]


[Date]






	
    [Outside Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

	 	 
	
    [Outside Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

	 	 
	
    [Outside Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	
    [Outside Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]



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


Ladies and Gentlemen:


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


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the


 



    FF-7-1 


     


    BMO 2022-C1 Mortgage Trust
(the “C1 Trust”) was established and a pool of commercial mortgage loans were transferred to the C1 Trust as of February
28, 2022 (the “Closing Date”), including the following Serviced Pari Passu Companion Loan (the “Subject Serviced
Companion Loan”):


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject

Serviced Companion Loan(s)
	2 Riverfront Plaza	Note A-1


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


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loan. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder
with respect to the [Intercreditor Agreement][Co-Lender Agreement], respectively. The wire instructions for KeyBank National Association,
as C1 Master Servicer, are as follows:


[INSERT WIRE INSTRUCTIONS
PROVIDED BY KEYBANK NATIONAL ASSOCIATION]


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loan is as follows:


 


	C1 Trustee:	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Fax number: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

     



 


 



    FF-7-2 


     


     


	 	
    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C1 Master Servicer	
    KeyBank National Association,

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

	C1 Special Servicer	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (BMO 2022-C1)

	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

    as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this



 


 



    FF-7-3 


     


     


	 	Agreement, at 

cmbs.notices@parkbridgefinancial.com
	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 



    FF-7-4 


     


    EXHIBIT FF-8


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Wyndham National Hotel Portfolio)


[Date]






	
    Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: UBS 2019-C18 Asset Manager
	
    Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    UBS Commercial Mortgage Trust 2019-C18

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
    Rialto Capital Advisors, LLC

    200 S. Biscayne Blvd., Suite 3550

    Miami, Florida 33131

    Attention: Liat Heller, Jeff Krasnoff, Niral

    Shah, Adam Singer

    E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,
    niral.shah@rialtocapital.com,

    adam.singer@rialtocapital.com

    Facsimile number: (305) 229-6425
	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee UBS 2019-C18

	 	 
	
    Park Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: UBS 2019-C18-Surveillance Manager

    (with a copy sent contemporaneously via

    email to:

    cmbs.notices@parkbridgefinancial.com)
	 


	 	Re:	UBS Commercial Mortgage Securities Trust 2019-C18, Commercial Mortgage Pass Through Certificates, Series 2019-C18 


Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “UBS 2019-C18 PSA”), between UBS Commercial
Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Wilmington Trust, National Association, as trustee and Park Bridge Lender Services LLC as Operating Advisor and Asset
Representations Reviewer. Capitalized


 



    FF-8-1 


     


    terms used but not defined
herein shall have the meanings given to them in the UBS 2019-C18 PSA.


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial and multifamily mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing
Date”), including the following Companion Loan (the “Subject Serviced Companion Loan”):


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject Serviced 

Companion Loan(s)
	Wyndham National Hotel Portfolio	Note A-4


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


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loan. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holder with
respect to the Subject Serviced Companion Loan under the UBS 2019-C18 PSA and the Co-Lender Agreement, respectively. The wire instructions
for KeyBank National Association, as C1 Master Servicer, are as follows:


[INSERT WIRE INSTRUCTIONS
PROVIDED BY KEYBANK NATIONAL ASSOCIATION]


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loans is as follows:



    FF-8-2 


     


     


	C1 Trustee:	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Fax number: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    Fax number: (212) 816-5527

     

    with a copy to: trustadministrationgroup@wellsfargo.com

	C1 Master Servicer	
    KeyBank National Association,

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

	C1 Special Servicer	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

     



 


 



    FF-8-3 


     


     


	 	Attention: Legal Department (BMO 2022-C1)
	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

          as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.



    FF-8-4 


     


     


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 



    FF-8-5 


     


    EXHIBIT FF-9


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Meadowood Mall)


[Date]






	
    Wells Fargo Bank, National Association Commercial Mortgage Servicing

    550 S. Tryon Street

    MAC D1086 23A

    23rd Floor

    Charlotte, North Carolina 28202

    Attention: WFCM 2021-C61 Asset Manager

     

    Commercial.servicing@wellsfargo.com
	
    Computershare Trust Company, N.A.

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Computershare Corporate Trust (CMBS)

    Wells Fargo Commercial Mortgage Trust

    Series 2021-C61

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com

	 	 
	
    Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: WFCM 2021-C61 Transaction Manager, with a copy sent via e-mail
    to notices@pentalphasurveillance.com, with WFCM 2021-C61 on the subject line
	
    Wells Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Computershare Corporate Trust (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2021-C61

	 	 
	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2021-C61

     

    CMBSTrustee@wilmingtontrust.com
	
    CWCapital Asset Management LLC

    900 19th Street NW, 8th Floor

    Washington, D.C. 20006

    Attention: Legal Department (WFCM 2021-C61)

    Email:

    CWCAMContractNotices@cwcapital.com



 


	 	Re:	WFCMS Mortgage Trust 2021-C61, Commercial Mortgage Pass Through Certificates, Series 2021-C61


Ladies and Gentlemen:


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2021 (the “WFCMS 2021-C61 PSA”), between Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management
LLC, as special servicer, Wilmington Trust, National Association, as trustee, Computershare Trust Company, N.A., as certificate administrator,
and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the WFCMS 2021-C61 PSA.



    FF-9-1 


     


     


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “C1 PSA”), between BMO Commercial
Mortgage Securities LLC, as depositor (the “C1 Depositor”), KeyBank National Association, as master servicer (in such
capacity, the “C1 Master Servicer”) CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association,
each as a special servicer (in such capacity, the “C1 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “C1 Operating Advisor”) and asset representations reviewer (in such capacity, the “C1
Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity,
the “C1 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity, the
“C1 Trustee”), pursuant to which the BMO 2022-C1 Mortgage Trust (the “C1 Trust”) was established
and a pool of commercial mortgage loans were transferred to the C1 Trust as of February 28, 2022 (the “Closing Date”),
including the following Serviced Pari Passu Companion Loan (the “Subject Serviced Companion Loan”):


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Meadowood Mall	Note A-3


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


1.       Wilmington
Trust, National Association, as trustee under the C1 PSA, is the holder of the Subject Serviced Companion Loan. You are directed to remit
to KeyBank National Association, as master servicer under the C1 PSA, all amounts payable to, and to forward, deliver or otherwise make
available, as the case may be, to KeyBank National Association, as master servicer under the C1 PSA, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Holder
with respect to the Subject Serviced Companion Loan under the WFCMS 2021-C61 PSA and the Co-Lender Agreement, respectively. The wire instructions
for KeyBank National Association, as C1 Master Servicer, are as follows:


[INSERT WIRE INSTRUCTIONS
PROVIDED BY KEYBANK NATIONAL ASSOCIATION]


2.       The
contact information for the C1 Trustee, the C1 Certificate Administrator, the C1 Master Servicer, the C1 Special Servicer, the C1 Operating
Advisor, the C1 Asset Representations Reviewer and the C1 Depositor with respect to the Subject Serviced Companion Loan is as follows:



    FF-9-2 


     


     


 


	C1 Trustee:	
    Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – BMO 2022-C1

    Fax number: (302) 636-4140

    Email: cmbstrustee@wilmingtontrust.com

	C1 Certificate Administrator:	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Administration Group – BMO 2022-C1

    Fax number: (212) 816-5527

     

    with a copy to:

    trustadministrationgroup@wellsfargo.com

	C1 Master Servicer	
    KeyBank National Association,

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com;

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

	C1 Special Servicer	
    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

    Attention: Brian Hanson (BMO 2022-C1)

    email: CWCAMContractNotices@cwcapital.com

     

    with a copy to:

     

    CWCapital Asset Management LLC

    900 19th Street, NW, 8th Floor

    Washington, D.C. 20006

     



 


 



    FF-9-3 


     


     


	 	Attention: Legal Department (BMO 2022-C1)
	C1 Operating Advisor and C1 Asset Representations Reviewer:	
    Park Bridge Lender Services LLC

           as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	C1 Depositor	
    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Paul Vanderslice, Michael Birajiclian and David Schell

    Email: paul.vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

     

    BMO Commercial Mortgage Securities LLC

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


3.       The
C1 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the C1 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C1 PSA) under the C1 PSA is Sabal Strategic Opportunities
Fund, L.P.



    FF-9-4 


     


     


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  


 


 



    FF-9-5 


     


    EXHIBIT GG


 


MORTGAGE LOANS WITH HOLDBACKS, ESCROWS OR
RESERVES EXCEEDING, IN THE AGGREGATE, 10% OF THE INITIAL PRINCIPAL BALANCE OF THE RELATED SERVICED LOAN


	Loan No.	Mortgage Loan	Reserve Type	Amount
	2	360 Rosemary	Unfunded Obligations Reserve	$42,779,553



 


 



    GG-1 


     


    EXHIBIT HH


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


To: [Addresses of Recipients]


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1


 


Ladies and Gentlemen:


 


In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated 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 by the Certificate Administrator, and is hereby issuing the following Asset Review Report.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.


 


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


 


	 	 	
    PARK BRIDGE LENDER

    SERVICES LLC, as Asset Representations Reviewer

     

    By: ___________________

    ______________

    Name: _________________

    ______________

    Title: __________________

	 	 	_______________


 


  1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with
the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


	 
	 


Exhibit A


 


 



    HH-1 


     


     


Detailed Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan 

Name	Mortgage 

Loan 

Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 



    HH-2 


     


    EXHIBIT II


FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1


 


Ladies and Gentlemen:


 


In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), the undersigned,
as asset representations reviewer (the “ARR”), has performed an Asset Review on each Delinquent Loan identified
by the Certificate Administrator, and is hereby issuing the following Asset Review Report.


 


	 	1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.  In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The ARR, other than forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.


 


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


 


	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 


1 This report is an indicative report, and the Asset Representations
Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with the terms of
the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information. 



    II-1 


     


    Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name 	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b



    II-2 


     


    EXHIBIT JJ


ASSET REVIEW PROCEDURES 




Subject to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures for
Asset Review of each Delinquent Loan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of the Pooling and Servicing Agreement,
the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities and duties with
respect to Asset Reviews.


Call for Review and Collection and Inventory
of Review Materials


 


	Step 1	The Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:


	 	■	Notice of Asset Review Trigger (with attachments)


	 	■	Notice of Asset Review Vote Election


	 	■	Asset Review Notice


	 	■	List of all Delinquent Loans


	 	■	Review Materials for each Delinquent Loan via Secure Data Room access, including, among other documents, the Diligence File


	 	■	Any Unsolicited Information (if applicable)


	Step 2	For each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Delinquent Loan are missing, using the list of documents in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Loan Purchase Agreement, and any closing checklist from the origination of such Delinquent Loan, to guide its review and determination


	Step 3	If ARR determines that the Review Material made available or delivered to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents and notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) of such missing documents. If any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, the ARR shall request such documents from the related Mortgage Loan Seller.


Analysis and Testing
of Representations and Warranties



    Exhibit JJ-1 


     


     


	Step 4	For each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan as follows:


	 	■	ARR reviews each representation and warranty and each item included in the Review Materials applicable or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller


	 	■	For each representation and warranty, ARR lists 


	 	●	all items from the Review Materials reviewed or used in its testing of such representation and warranty


	 	●	whether ARR has determined that there is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller, and


	 	o	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion


	 	o	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated herein with respect to each representation and warranty


ARR will not attempt (and has no obligation) to determine
the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated
herein.



    Exhibit JJ-2 


     


    EXHIBIT KK


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


Computershare Trust Company, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Administration Group – BMO 2022-C1


	Attention:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022
(the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Computershare Trust Company, National
Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


	 	1.	The undersigned is an authorized representative of [________________________].


 


	 	2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement, (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage Loans to which the Asset Review relates.


 


	 	3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations above remains true and correct.


 


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


 


 

1 Required to the extent that a party
other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.



    KK-1 


     


     


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 
	 	[_________________]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  


 


	 	 	 


Dated: _______


 


[BMO Commercial Mortgage Securities LLC


as Depositor]1


 


	By:	 
	 	[Name]

[Title]



    KK-2 


     


    EXHIBIT LL


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
    KeyBank National Association,

        as Master Servicer and a Special Servicer

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden and Alan Williams

    Email: michael_a_tilden@keybank.com; keybank_notices@keybank.com

    Fax: 877-379-1625

     

    With a copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536
	
    Park Bridge Lender Services LLC

          as Operating Advisor and Asset Representations Reviewer

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMO 2022-C1— Surveillance Manager

    with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
    and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com

	
    Situs Holdings, LLC,

           as a Special Servicer

    Situs Holdings, LLC

    2 Embarcadero Center, 8th Floor

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    email: staceyciarlanti@situsamc.com

     

    with a copy to:

     

    Situs Group, LLC

    5065 Westheimer, Suite 700E

    Houston, Texas 77056

    Attention: Legal Department

    email: legal@situsamc.com
	 


	Attention:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-C1 


 



    LL-1 


     


    In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, CWCapital Asset Management
LLC, Situs Holdings, LLC and KeyBank National Association, each as a Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor
and Asset Representations Reviewer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


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


 


	 	2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.†


 


	 	3.	_____ An Asset Review Trigger has ceased to exist.


(check all that apply)


Capitalized terms used but not
defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


	 	 
	 	Computershare Trust Company, National Association, as Certificate Administrator for the Holders of the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1
	 	 
	 	By:  	 
	 	 	[Name]
	 	 	[Title]


 


 


 

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


† Each Mortgage Loan that has ceased to be a Delinquent Loan is identified on Exhibit
B hereto.


 



    LL-2 


     


    Exhibit A



    LL-3 


     


    Exhibit B



    LL-4 


     


    EXHIBIT MM


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


[Date]


[Name and Address of Retaining Party]


	 	Re:	BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 (BMO Commercial Mortgage Securities LLC as Depositor) 


In accordance with Section 5.02(f)
of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”), pursuant to which the captioned
series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned, as Certificate
Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in the Retained Interest
Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”), which
constitute some or all of the Class 360RR Certificates, for the benefit of [Name of Retaining Party], the registered holder of the Subject
Certificates, pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in accordance
with the Agreement, including pursuant to any written wiring instructions provided in accordance with the Agreement.


This receipt is solely for
the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such Person to delivery
of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions on transfer set forth
in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the Agreement.


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement.


	 	 
	 	Computershare Trust Company, National Association,

not in its individual capacity

but solely as Certificate Administrator
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 



    MM-1 


     


    Schedule I


 


Certificates Registered in the Name of [Retaining
Party]


	Class

(CUSIP)	Certificate

No.	Initial

Certificate Balance
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



    MM-2 


     


    EXHIBIT NN


INITIAL
SERVICED COMPANION LOAN HOLDERS


 


	Serviced Companion

Loan	Initial Serviced Companion 

Loan Holder	Address
	IPCC National Storage Portfolio XVI	KeyBank National Association (Notes A-2, A-3 and A-5) 	
    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Facsimile No.: 877-379-1625

    Attn: Loan Servicing

     

    With a copy to:

     

    Daniel Flanigan, Esq.

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Facsimile No. 816-753-1536

    

    

	360 Rosemary	Bank of Montreal (Note A-3, Note A-4, Note A-5 and Note C)	
    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

	111 River Street	Bank of Montreal (Note A-2, Note A-3 and Note B)	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036



 


 



    NN-1 


     


     


	 	 	
    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com

	NYC-MFRT 	Bank of Montreal (Note A-2 and Note A-3)	
    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com

     

    With a copy to:

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMUSLegal@bmo.com




    NN-2